SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).

[X] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Rule 14a-12

Featherlite, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

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

(2) Form, Schedule or Registration Statement No.:

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

(3) Filing Party:

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

(4) Date Filed:

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

FEATHERLITE, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held
May 18, 2001

The Annual Meeting of Shareholders of Featherlite, Inc. will be held at the
Cresco Country Club, 22006 115th Street, Cresco, Iowa, on Friday, May 18,
2001, at 10:00 a.m. (Central Daylight Time), for the following purposes:

1. To set the number of members of the Board of Directors at seven (7).

2. To elect directors of the Company for the ensuing year.

3. To take action upon any other business that may properly come before
the meeting or any adjournment thereof.

Only shareholders of record shown on the books of the Company at the close
of business on March 20, 2001, will be entitled to vote at the meeting or any
adjournment thereof. Each shareholder is entitled to one vote per share on all
matters to be voted on at the meeting.

You are cordially invited to attend the meeting. Whether or not you plan to
attend the meeting, please sign, date and return your Proxy in the return
envelope provided as soon as possible. Your cooperation in promptly signing and
returning the Proxy will help avoid further solicitation expense to the Company.

This Notice, the Proxy Statement and the enclosed Proxy are sent to you by
order of the Board of Directors.

Gary H. Ihrke,
Secretary

Dated: April 10, 2001
Cresco, Iowa

FEATHERLITE, INC.

PROXY STATEMENT
for
Annual Meeting of Shareholders
to be held May 18, 2001

INTRODUCTION

Your Proxy is solicited by the Board of Directors of Featherlite, Inc. (the
"Company") for use at the Annual Meeting of Shareholders to be held on May 18,
2001, and at any adjournment thereof, for the purposes set forth in the attached
Notice of Annual Meeting.

The cost of soliciting Proxies, including preparing, assembling and mailing
the Proxies and soliciting material, will be borne by the Company. Directors,
officers and regular employees of the Company may, without compensation other
than their regular compensation, solicit Proxies personally or by telephone.

Any shareholder giving a Proxy may revoke it at any time prior to its use
at the meeting by giving written notice of such revocation to the Secretary or
other officer of the Company or by filing a new written Proxy with an officer of
the Company. Personal attendance at the meeting is not, by itself, sufficient to
revoke a Proxy unless written notice of the revocation or a subsequent Proxy is
delivered to an officer before the revoked or superseded Proxy is used at the
meeting.

Proxies not revoked will be voted in accordance with the choice specified
by shareholders by means of the ballot provided on the Proxy for that purpose.
Proxies which are signed but which lack any such specification will, subject to
the following, be voted in favor of the proposals set forth in the Notice of
Meeting and in favor of the number and slate of directors proposed by the Board
of Directors and listed herein. If a shareholder abstains from voting as to any
matter, then the shares held by such shareholder shall be deemed present at the
meeting for purposes of determining a quorum and for purposes of calculating the
vote with respect to such matter, but shall not be deemed to have been voted in
favor of such matter. Abstentions, therefore, as to any proposal will have the
same effect as votes against such proposal. If a broker returns a "non-vote"
proxy, indicating a lack of voting instruction by the beneficial holder of the
shares and a lack of discretionary authority on the part of the broker to vote
on a particular matter, then the shares covered by such non-vote shall be deemed
present at the meeting for purposes of determining a quorum but shall not be
deemed to be represented at the meeting for purposes of calculating the vote
required for approval of such matter.

The mailing address of the Company's principal executive office is Highways
63 and 9, P.O. Box 320, Cresco, Iowa 52136. The Company expects that this Proxy
Statement and the related Proxy and Notice of Annual Meeting will first be
mailed to shareholders on or about April 10, 2001.

OUTSTANDING SHARES AND VOTING RIGHTS

The Board of Directors of the Company has fixed March 20, 2001, as the
record date for determining shareholders entitled to vote at the Annual Meeting.
Persons who were not shareholders on such date will not be allowed to vote at
the Annual Meeting. At the close of business on March 20, 2001, 6,535,104 shares
of the Company's Common Stock were issued and outstanding. Such Common Stock is
the only outstanding class of stock of the Company. Each share of Common Stock
is entitled to one vote on each matter to be voted upon at the meeting. Holders
of the Common Stock are not entitled to cumulative voting rights in the election
of directors.

1
4

PRINCIPAL SHAREHOLDERS

The following table provides information concerning the only persons known
to the Company to be the beneficial owners of more than five percent (5%) of the
Company's outstanding Common Stock as of March 20, 2001:

AMOUNT AND
NAME AND ADDRESS NATURE OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS
- ---------------------------------------------------------------------------------------------

Conrad D. Clement(2) 1,637,500 24.9%
Tracy J. Clement(2) 1,022,500 15.6%
Larry D. Clement(2) 1,000,000 15.3%
Eric P. Clement(2) 414,700 6.3%

(1) Unless otherwise indicated, the person listed as the beneficial owner of
the shares has sole voting and sole investment power over the shares which
include currently exercisable options shown in the following table.

(2) Address: Highways 63 and 9, P.O. Box 320, Cresco, Iowa 54136.

MANAGEMENT SHAREHOLDINGS

The following table sets forth the number of shares of the Company's Common
Stock beneficially owned as of March 20, 2001, by each executive officer of the
Company named in the Summary Compensation Table, by each director and director
nominee for reelection and by all directors and executive officers (including
the named individuals) as a group:

NAME OF DIRECTOR OR OFFICER OR NUMBER OF SHARES CURRENTLY PERCENT
IDENTITY OF GROUP BENEFICIALLY OWNED(1) EXERCISABLE OF CLASS(3)
OPTIONS(2)
- ---------------------------------------------------------------------------------------------------------------------

Conrad D. Clement 1,637,500 37,500 24.9%
Tracy J. Clement 1,022,500 22,500 15.6%
Eric P. Clement 414.700 14,700 6.3%
Jeffery A. Mason 127,200 117,200 1.9%
Gary H. Ihrke 117,200 117,200 1.8%
Thomas J. Winkel 15,553 (4) 14,553 *
Charles A. Elliott 8,000 (4) 3,000 *
Kenneth D. Larson 36,053 (4)(5) 14,553 *
Terry E. Branstad 6,000 (4) 6,000 *
Officers and Directors as a group (10 persons) 4,384,706 347,206 63.7%

* Less than 1%

(1) See Note (1) to preceding table.

(2) Such shares are not currently outstanding but may be purchased upon
exercise of currently exercisable options and are included in the number of
shares beneficially owned.

(3) Shares not outstanding but deemed beneficially owned by virtue of the right
of a person to acquire them as of March 20, 2001, or within sixty days of
such date are treated as outstanding only when determining the percent
owned by such individual and when determining the percent owned by the
group.

(4) Does not include 3,000 shares subject to an option which will be granted
to and become purchasable by such individual on the date of the Annual
Meeting pursuant to an automatic grant under the Company's 1994 Stock
Option Plan.

(5) Includes 1,000 shares held by Mr. Larson's wife.

2
5

ELECTION OF DIRECTORS
(Proposals #1 and #2)

GENERAL INFORMATION

The Bylaws of the Company provide that the number of directors shall be
determined by the shareholders at each annual meeting. The Board of Directors
recommends that the number of directors be set at seven. Under applicable
Minnesota law, approval of the proposal to set the number of directors at seven
requires the affirmative vote of the holders of the greater of (1) a majority of
the voting power of the shares represented in person or by proxy at the Annual
Meeting with authority to vote on such matter or (2) a majority of the voting
power of the minimum number of shares that would constitute a quorum for the
transaction of business at the Annual Meeting.

In the election of directors, each Proxy will be voted for each of the
nominees listed below unless the Proxy withholds a vote for one or more of the
nominees. Each person elected as a director shall serve for a term of one year
or until his successor is duly elected and qualified. If any of the nominees
should be unable to serve as a director by reason of death, incapacity or other
unexpected occurrence, the Proxies solicited by the Board of Directors shall be
voted by the proxy representatives for such substitute nominee as is selected by
the Board, or, in the absence of such selection, for such fewer number of
directors as results from such death, incapacity or other unexpected occurrence.
The election of each nominee requires the affirmative vote of a majority of the
shares represented in person or by proxy at the Annual Meeting.

The following table provides certain information with respect to the
nominees for director.

Name Age Positions Held
---- --- --------------

Conrad D. Clement 57 President, Chief Executive Officer and Director
Jeffery A. Mason 60 Chief Financial Officer and Director
Tracy J. Clement 34 Executive Vice President and Director
Terry E. Branstad 55 Director
Kenneth D. Larson 60 Director
Thomas J. Winkel 58 Director
Charles A. Elliott 68 Director

CONRAD D. CLEMENT has been the Chairman, President and Chief Executive
Officer and a director of the Company since its inception in 1988. From 1969 to
1988, Mr. Clement was the President and principal owner of several farm
equipment and agricultural businesses. Mr. Clement is also the President and
Chief Executive Officer and a shareholder of Featherlite Credit Corporation, an
affiliate of the Company ("Featherlite Credit"). See "Certain Transactions". Mr.
Clement is the brother of Larry D. Clement, a shareholder of the Company and the
father of Tracy J. Clement and Eric P. Clement.

JEFFERY A. MASON has been the Chief Financial Officer and Controller of the
Company since August 1989 and has been a director of the Company since June
1993. From 1969 to 1989, Mr. Mason served in various financial management
capacities with several companies, including Arthur Andersen LLP and Carlson
Companies, Inc. Mr. Mason is a certified public accountant.

TRACY J. CLEMENT has been Executive Vice President and a director of the
Company since 1988. Prior to 1988, Mr. Clement was a shareholder and manager of
several farm equipment and agricultural businesses with his father, Conrad D.
Clement. Mr. Clement is also an officer and shareholder of Featherlite Credit.
See "Certain Transactions."

THOMAS J. WINKEL, a director of the Company since August 1994, has been a
financial and management consultant and private investor since January 1, 1994.
From 1990 to 1994, Mr. Winkel was Chairman, President and Chief Executive
Officer of Road Rescue, Inc., a manufacturer of emergency response vehicles.
From 1967 to 1990, Mr. Winkel served in various professional capacities with
Arthur Andersen LLP., the last five years as Managing Partner of its St. Paul
office. Mr. Winkel also serves as a director of Marten Transport, LTD.

3
6

KENNETH D. LARSON, a director of the Company since August 1994, joined
Polaris Industries in September 1988 as Executive Vice President/Operating
Officer and was named President and Chief Operating Officer in July 1989. Mr.
Larson retired from Polaris in September, 1998. Mr. Larson is a director and
chairman of Restaurant Technologies, Inc., a private company.

TERRY E. BRANSTAD a director of the Company since 1999, served as governor
of the state of Iowa from 1982 to 1999. Governor Branstad is an attorney-at-law
and also currently serves as a director of Mid American Energy Holdings Company
and a number of other private companies and organizations.

CHARLES A. ELLIOTT, a director of the Company since 2000, joined Crenlo,
Inc., a manufacturer of cabs and ROPS for agricultural and construction
equipment, in 1951 and was named President, Chief Executive Officer and Chairman
in 1985, a position held until October 1999 when the Company was sold. Mr.
Elliott currently serves as an advisory board member and trustee for several
private companies and organizations.

DIRECTORS' FEES

Directors who are not employees of the Company are compensated at the
rate of $4,000 for each quarterly Board meeting attended, including two
committee meetings per year, $2,000 for each special Board meeting as required,
plus $1,000 per quarter. In addition, pursuant to the Company's 1994 Stock
Option Plan, as amended, non-employee directors will receive automatic grants of
nonqualified stock options to purchase 3,000 shares upon their initial election
to the Board and upon their re-election by the shareholders. The exercise price
shall be 100% of the Common Stock's current fair market value as of the date of
grant. Each nonqualified stock option granted to non-employee directors shall be
immediately exercisable and shall expire five (5) years after the date of grant.
As of May 13, 2000, the date of the 2000 Annual Meeting, Messrs. Thomas J.
Winkel, Charles A. Elliott, Kenneth D. Larson and Terry E. Branstad each
received an option for the purchase of 3,000 shares at an exercise price of
$4.125 per share

COMMITTEE AND BOARD MEETINGS

The Company's Board of Directors has two standing Committees, the Audit
Committee and the Compensation Committee. The Audit Committee, whose members
during fiscal 2000 were Messrs. Winkel, Elliott, Branstad and Larson, is
responsible for reviewing the Company's internal audit procedures, the quarterly
and annual financial statements of the Company and, with the Company's
independent public accountants, the results of the annual audit. The Audit
Committee met twice during fiscal 2000. The Compensation Committee, whose
members during fiscal 2000 were Messrs. Elliott, Winkel, Larson and Branstad,
recommends compensation of officers of the Company. The Compensation Committee
met twice during fiscal year 2000. The Board does not have a nominating
committee.

During fiscal 2000, the Board held four regular meetings and seven special
meetings. Each director attended 75% or more of the total number of meetings of
the Board and of Committees of which he was a member.

AUDIT COMMITTEE REPORT

The Board of Directors maintains an Audit Committee comprised of the
Company's four outside directors. The Board of Directors and the Audit Committee
believe that the Audit Committee's current member composition satisfies the rule
of the National Association of Securities Dealers, Inc. ("NASD") that governs
audit committee composition, Rule 4310(c)(26)(B)(i), including the requirement
that audit committee members all be "independent directors" as that term is
defined by NASD Rule 4200(a)(15).

In accordance with its written charter adopted by the Board of Directors
(set forth in Appendix A), the Audit Committee assists the Board of Directors
with fulfilling its oversight responsibility regarding the quality and integrity
of the accounting, auditing and financial reporting practices of the Company. In
discharging its oversight responsibilities regarding the audit process, the
Audit Committee:

(1) reviewed and discussed the audited financial statements with
management;

4
7

(2) discussed with the independent auditors the material required to be
discussed by Statement on Auditing Standards No. 61; and

(3) reviewed the written disclosures and the letter from the independent
auditors required by the Independence Standards Board's Standard No.
1, and discussed with the independent auditors any relationships that
may impact their objectivity and independence.

Based upon the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, as filed with the Securities and Exchange
Commission.

Members of the Audit Committee:
Thomas J. Winkel (Chair)
Terry E. Branstad
Charles A. Elliott
Kenneth D. Larson

CERTAIN TRANSACTIONS

Featherlite Credit Corporation ("Featherlite Credit"), which provides
retail financing to customers of the Company's dealers, is wholly-owned by the
following officers, directors and shareholders of the Company: Conrad D. Clement
(40%), Tracy J. Clement (25%), Larry D. Clement (25%), and Eric P. Clement
(10%).

Featherlite Credit leases trailers and coaches to outside parties under
operating leases with terms varying from three to six years. It buys trailers
and coaches from Featherlite dealers and in some cases, directly from the
Company at normal selling prices and pays for the trailers at the time the lease
is signed. Aggregate trailer sales of $988,000 were made by the Company to
Featherlite Credit in 2000 Featherlite Credit was not indebted to the Company
for transactions related to such sales at December 31, 2000.

Clement Auto and Truck, Inc. ("CATI"), which is wholly-owned by Larry D.
Clement, is an authorized FEATHERLITE(R) dealer located in Fort Dodge, Iowa.
Sales to CATI were $1.5 million in 2000. All such sales were on terms and
conditions comparable to those available to other Company dealers. CATI was not
indebted to the Company for transactions related to such sales at December 31,
2000.

In July 1999, the Company renewed for another five years a lease agreement
with Conrad D. Clement, Tracy J. Clement and Eric P. Clement, each equal owners
of a loader. Aggregate payments under this lease will total $118,500 over the
lease term. In addition, the Company insures the loader and pays all ordinary
maintenance and expenses related to the loader. In 2000, payments under this
lease totaled $23,712,

In June and October 2000, the Company entered into agreements with Clement
Properties, LLC, an entity equally owned by Conrad D. Clement, Tracy J. Clement,
and Eric P. Clement, to lease a total of six forklifts for a term of four years.
Aggregate payments under these leases will total $240,200 during their terms. In
addition, the Company insures the forklifts and pays all ordinary maintenance
and operating expenses related to the equipment. In 2000, rental payments
totaled $19,918.

5
8

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Compensation Committee Interlocks and Insider Participation. During fiscal
2000, the Compensation Committee of the Board of Directors of the Company was
composed of directors Thomas J. Winkel, Charles A. Elliott, Kenneth D. Larson
and Terry E. Branstad. None of the members of the Committee is or ever has been
an employee or an officer of the Company and none is affiliated with any entity
(other than the Company) with which an executive officer of the Company is
affiliated.

Compensation Plan. The executive compensation plan adopted by the
Compensation Committee is comprised of base salaries, annual performance
bonuses, long-term incentive compensation in the form of stock options, and
various benefits in which all qualified employees of the Company participate. In
addition, the Compensation Committee from time to time may award special cash
bonuses or stock options related to non-recurring, extraordinary performance.

The Compensation Committee adopted an approach of paying annual base
salaries which are on the moderate side of being competitive in its industry,
taking into account particular positive and negative aspects of the Company's
location in rural Iowa, and of awarding cash bonuses based on achievement of
specific annual goals. The goals are established annually by the Compensation
Committee. Options are currently being determined on an individual basis.

Generally, if the Company achieves its earnings per share goal and also one
or more of its sales, income before taxes and return on assets objectives for
the year, each executive officer will accrue a bonus which is equal to 65
percent of the officer's base pay (85 percent for the chief executive officer
(CEO). If the Company's performance achieves the earnings per share goal and is
no more than 10 percent below its other objectives, each officer will accrue a
bonus equal to 32.5 percent of base pay (42.5 percent for CEO). If the
performance is 105 percent or more of each objective, each officer accrues a
bonus of 71.5 percent of base pay (93.5 percent for CEO). If the Company's
performance is more than 105 percent of each objective, each officer may accrue
a bonus of up to 130 percent of base pay (170 percent for CEO). Bonuses are
prorated for Company performance which falls between these achievement
percentages. Each of the objectives other than earnings per share is weighted as
a percentage of the total and may be achieved on a stand-alone basis. The
earnings per share goal must be achieved for any bonus to be earned regardless
of the achievement of the other goals. Bonuses are paid in the calendar year
following the year in which they are earned by the officers.

In 2000, the Company did not achieve its earnings per share goal and,
therefore, no bonuses were earned by any of the executive officers.

Compensation in 2000 and 2001. The Compensation Committee made adjustments
in the base annual salaries of officers to reflect changes in levels of
responsibilities and individual performance. For 2001, base salaries for
executive officers named in the compensation table below, except for Conrad D.
Clement which will remain unchanged, will increase by 2% in 2001 and are as
follows: Conrad D. Clement - $356,000; Tracy J. Clement - $226,440; Jeffery A.
Mason - $149,940; Gary Ihrke - $149,940; and Eric Clement - $135,660.

Chief Executive Officer Compensation. Conrad D. Clement served as the
Company's Chief Executive Officer in 2000. His compensation was $356,000 and he
earned no bonus under the compensation plan. For 2001, the Compensation
Committee has established a base salary of $356,000 and Mr. Clement is eligible
for a cash bonus of up to 85 percent of base salary (170 percent if 200 percent
of defined performance objectives are achieved) on the same basis as other
officers as described above.

Members of the Compensation Committee
Kenneth D. Larson (Chair)
Thomas J. Winkel
Terry E. Branstad
Charles A. Elliott

6
9

SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's Chief
Executive Officer and to the Company's other executive officers whose salary and
bonus for fiscal 2000 exceeded $100,000:

Long Term
Annual Compensation Compensation

Name and Fiscal Salary ($) Bonus ($) Other(1) Securities All Other
Principal Position Year Underlying Compen-
Options/ sation ($)
SARs(#)
- ------------------------------------------------------------------------------------------------------------------------------

Conrad D. Clement, 2000 345,500 -0- 7,969 -0- 10,500(2)
President and Chief 1999 345,346 -0- 1,894 -0- 10,000
Executive Officer 1998 329,000 74,580 3.255 50,000 10,000

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

Tracy J. Clement, 2000 211,500 -0- 253 -0- 10,500(2)
Executive Vice President 1999 211,615 -0- 7,740 -0- 10,000
1998 202,000 46.640 9,545 25,000 10,000

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

Jeffery A. Mason, 2000 138,180 -0- 5,757 -0- 8,820(2)
Chief Financial Officer 1999 136,731 -0- 4,576 -0- 10,000
1998 130,000 30,800 6,398 12,000 10,000

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

Gary H. Ihrke, 2000 138,180 -0- 253 -0- 8,820(2)
Vice President of 1999 136,731 -0- 178 -0- 10,000
Operations & Secretary 1998 130,000 30,800 2,126 12,000 10,000

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

Eric P. Clement, 2000 125,020 -0- 7,297 -0- 7,980(2)
Vice President of Sales 1999 122,989 -0- 8,784 -0- 8,784
1998 111,252 26,620 5,600 12,000 9,748

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

(1) Related to automobiles and other fringe benefits.

(2) Company contribution to 401(k) Plan.

OPTION/SAR GRANTS DURING 2000 FISCAL YEAR

There were no option/SAR grants to the named executive officers during
fiscal year 2000.

OPTION/SAR EXERCISES DURING 2000 FISCAL YEAR AND FISCAL YEAR END OPTION/SAR
VALUES

The following table provides information related to options exercised by
the named executive officers during the 2000 fiscal year and the number and
value of options held at fiscal year end.

Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares FY-End (#) FY-End ($)(1)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------

Conrad D. Clement -0- -0- 30,000/20,000 $0/0
Tracy J. Clement -0- -0- 15,000/10,000 $0/0
Jeffery A. Mason -0- -0- 107,200/4,800 $0/0
Gary H. Ihrke -0- -0- 107,200/4,800 $0/0
Eric P. Clement -0- -0- 7,200/4,800 $0/0

(1) Based on the difference between $1.531 (the closing price of the
Company's Common Stock on December 31, 2000 as reported by Nasdaq) and the
option exercise price.

7
10

STOCK PERFORMANCE CHART

The following chart compares the cumulative total shareholder return on the
Company's Common Stock with the S&P 500 Index and an index of peer companies
selected by the Company (the "Peer Group Index"). The comparison assumes $100
was invested on September 28, 1994 (the date the Company's Common Stock began
trading) in the Company's Common Stock and in each of the foregoing indices and
assumes reinvestment of dividends

09/28/94 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
-------- -------- -------- -------- -------- -------- -------- --------

Featherlite $100.00 $162.50 $93.75 $102.08 $131.25 $95.83 $93.75 $25.52

Peer Group $100.00 $121.77 $107.83 $152.53 $137.00 $158.29 $182.56 $204.16

S&P 500 $100.00 $98.80 $132.51 $159.35 $205.53 $264.44 $316.08 $284.03

The Peer Group Index includes the following companies: Arctco, Inc., Harley
Davidson, Inc., Miller Industries, Inc., Polaris Industries, Inc., Spartan
Motors, Inc., Dorsey Trailers, Inc. and Wabash National Corp.

INDEPENDENT PUBLIC ACCOUNTANTS

On August 17, 1999, the Company selected Arthur Andersen LLP to serve
as the Company's independent public accountants for the 1999 fiscal year and
ceased its client-auditor relationship with McGladrey & Pullen, LLP, the
independent public accountant which had been engaged by the Company for prior
years. The decision to change accountants was recommended by the Company's Audit
Committee and approved by the Company's Board of Directors. The reports of
McGladrey & Pullen, LLP on the Company's financial statements for the past two
years contain no adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with its audits as of and for the years ended December 31, 1998
and 1997, there have been no disagreements between the Company and McGladrey &
Pullen, LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of McGladrey & Pullen, LLP, would have caused
it to make reference thereto in its report on the financial statements for the
Company for such years.

Arthur Andersen LLP has acted as the Company's independent auditors for the
fiscal years ended December 31, 2000 and 1999, and has been selected to act as
the Company's auditors for fiscal 2001. A representative of Arthur Andersen LLP
is expected to be present at the Annual Meeting of Shareholders, will have an
opportunity to make a statement if he or she desires to do so and will be
available to respond to appropriate questions.

AUDIT FEES. The estimated aggregate fees to billed by Arthur Andersen LLP
for professional services rendered in connection with the audit of the Company's
annual financial statements for fiscal 2000 and reviews of the financial
statements included in the Company's Forms 10-Q for fiscal 2000 are $110,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION. Arthur Andersen
LLP did not provide any services related to financial information systems design
and implementation during 2000.

8
11
ALL OTHER FEES. The aggregate fees billed by Arthur Andersen LLP for all other
non-audit services rendered to the Company during fiscal 2000, including fees
for tax-related services, employee benefit plan audits and business consulting
services unrelated to financial information systems design and implementation
were $177,500.

The Company's Audit Committee has considered whether provision of the
above non-audit services is compatible with maintaining Arthur Andersen LLP's
independence and has determined there is no conflict of interest.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10 percent of
the Company's Common Stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
10% shareholders ("Insiders") are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based on a review of the copies of such reports
furnished to the Company, during the fiscal year ended December 31, 2000 all
Section 16(a) filing requirements applicable to Insiders were complied with.

SHAREHOLDER PROPOSALS

Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 2002 Annual Meeting must be received by the
Company at its offices by November 26, 2001 to be considered for inclusion in
the Company's proxy statement and related proxy for the 2002 Annual Meeting.

Also, if a shareholder proposal intended to be presented at the 2002 Annual
Meeting but not included in the Company's proxy statement and proxy is received
by the Company after February 10, 2002, then management named in the Company's
proxy form for the 2002 annual meeting will have discretionary authority to vote
shares represented by such proxies on the shareholder proposal, if presented at
the meeting without including information about the proposal in the Company's
proxy materials.

OTHER BUSINESS

The Board of Directors knows of no other matters to be presented at the
meeting. If any other matter does properly come before the meeting, the
appointees named in the Proxies will vote the Proxies in accordance with their
best judgment.

ANNUAL REPORT

A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 2000, including financial statements, accompanies this Notice
of Annual Meeting and Proxy Statement. No portion of the Annual Report is
incorporated herein or is to be considered proxy soliciting material.

THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000, TO ANY SHAREHOLDER OF THE
COMPANY UPON WRITTEN REQUEST. REQUESTS SHOULD BE SENT TO CHIEF FINANCIAL
OFFICER, FEATHERLITE, INC., HIGHWAYS 63 AND 9, BOX 320, CRESCO, IOWA 52136.

Dated: April 10, 2001
Cresco, Iowa

9
12

APPENDIX A

AUDIT COMMITTEE CHARTER

ORGANIZATION OF COMMITTEE
The Audit Committee (Committee) is a standing committee of the Board of
Directors of Featherlite, Inc. (the Company). The Committee is to be composed of
at least four independent directors who shall serve at the pleasure of the Board
of Directors. Each member shall be free of any relationship that, in the opinion
of the Board of Directors, would interfere in any way with their exercise of
independent judgment as a Committee member. Committee members and the Committee
Chairperson shall be designated by the full Board of Directors.

The Chair and the members of the Committee shall be elected by the Board of
Directors at the annual organizational meeting of the Board or until their
successors shall be duly elected and qualified.

STATEMENT OF POLICY
The Committee shall provide assistance to the Company's Board of Directors in
fulfilling their oversight responsibility to the Company's shareholders,
potential shareholders, the investment community and other constituents,
relating to corporate accounting and reporting practices of the Company, and the
quality and integrity of the Company's financial reports. In so doing, it is the
responsibility of the Committee to maintain free and open communication between
the directors, the independent auditors, and the financial management of the
Company.

COMMITTEE RESPONSIBILITIES
In meeting its responsibilities, the Committee believes its policies and
procedures should remain flexible to best react to changing conditions and to
ensure to the directors and shareholders that the Company's accounting and
reporting practices are in accordance with all professional requirements and are
of the highest quality. In fulfilling its responsibilities, the Committee will:

o Review and recommend to the directors the independent auditors to
be selected to audit the financial statements of the Company and
its divisions and subsidiaries.

o Ensure that the independent auditor submits a formal written
statement regarding relationships and service which may impact
independence and discuss any relevant matters with the auditors.

o Meet at least two times per year or more frequently as
circumstances require. The Committee may ask members of management
or others to attend meetings and provide pertinent information as
necessary.

o Inquire of management and the independent auditors about
significant risks or exposures and assess the steps management has
taken to mitigate such risks to the Company and its related
entities.

o Meet with the independent auditors and financial management of the
Company to review the scope of the proposed audit for the current
year and the audit procedures to be utilized and, at the
conclusion thereof, review such audit, including any comments or
recommendations of the independent auditors. Review with the
independent auditors and financial management the status of the
prior year's audit recommendations.

o Review with the independent auditors and financial and accounting
personnel, the adequacy and effectiveness of the internal
accounting and financial controls of the Company, and elicit any
recommendations for the improvement of such internal control
procedures or particular areas where new or more detailed controls
or procedures are necessary or desirable. Particular emphasis
should be given to the adequacy of such internal controls to
expose any payments, transactions, or procedures that might be
deemed illegal or otherwise improper. Further, the Committee
should periodically review the Company policy statements to
determine their adherence to the code of conduct and/or conflict
of interest statement.

o Review with management and the independent auditors the financial
statements contained in the annual report to shareholders to
determine that the independent auditors are satisfied with the
disclosure and content of the financial statements to be presented
to the shareholders. Review the nature and extent of any
significant changes in accounting principles or the application
thereof.

o Review filings with the SEC and other published documents
containing the Company's financial statements and consider whether
the information contained in those documents is consistent with
the information contained in the financial statements.

10
13

o Provide sufficient opportunity for the independent auditors to
meet with the members of the Committee without members of
management present. Among the items to be discussed in these
meetings are the independent auditors' evaluation of the quality
of the Company's financial and accounting personnel, and the
cooperation that the independent auditors received during the
course of the audit.

o Submit the minutes of all meetings of the Committee to, or discuss
the matters discussed at each Committee meeting with, the Board of
Directors.

o Investigate any matter brought to the Committee's attention within
the scope of its responsibilities, with the power to retain
outside counsel, accountants or others for this purpose if, in the
judgment of the Committee, that is appropriate.

o The Committee shall perform such other functions as assigned by
law, the Company's charter or bylaws, or the Board of Directors.

FEATHERLITE, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Conrad D. Clement and Tracy J. Clement, or
either of them acting alone, with full power of substitution, as proxies to
represent and vote, as designated below, all shares of Common Stock of
Featherlite, Inc. registered in the name of the undersigned, at the Annual
Meeting of the Shareholders to be held on Friday, May 18, 2001, at 10:00 a.m.
Central Daylight Time, at the Cresco Country Club, 22006 115th Street, Cresco,
Iowa, and at all adjournments of such meeting. The undersigned hereby revokes
all proxies previously granted with respect to such meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN FOR A PARTICULAR PROPOSAL, WILL BE VOTED FOR SUCH PROPOSAL.

\/ DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED \/

FEATHERLITE, INC. ANNUAL MEETING
The Board of Directors recommends that you vote "FOR" the following proposals:

1. SET NUMBER OF DIRECTORS AT SEVEN: [ ] FOR [ ] AGAINST [ ] ABSTAIN

2. ELECTION OF DIRECTORS: 1 - CONRAD D. CLEMENT 2 - JEFFERY A. MASON
3 - TRACY J. CLEMENT 4 - THOMAS J. WINKEL [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
5 - KENNETH D. LARSON 6 - TERRY E. BRANSTAD listed to the to vote for all
7 - CHARLES A. ELLIOTT left (except nominees listed to the
as specified left.
below).

(Instructions: To withhold authority to vote for any individual nominee, write
the number(s) of the nominee(s) in the box provided to the right.)

3. OTHER MATTERS: In their discretion, the appointed proxies are authorized to
vote upon such other business as may properly come before the Meeting or any
adjournment.

Check appropriate box Date ____________________________ NO. OF SHARES
Indicate changes below:
Address Change? [ ] Name Change? [ ]

[ ]

SIGNATURE(S) IN BOX

PLEASE DATE AND SIGN ABOVE exactly as
name appears at the left, indicating,
where appropriate, official position
or representative capacity. If stock
is held in joint tenancy, each joint
owner should sign.