SCHEDULE 14A

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 Section 240.14a-12

Coachmen Industries, Inc.
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(Name of Registrant as Specified in Its Charter)

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

Payment of filing fee (check the appropriate box):

[ ] 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:

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

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] 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:

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

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(3) Filing Party:

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(4) Date Filed:

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[COACH LOGO]

COACHMEN INDUSTRIES, INC.
P. O. BOX 3300
ELKHART, INDIANA 46515
574-262-0123

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 2, 2002

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To the Shareholders of
COACHMEN INDUSTRIES, INC.

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of COACHMEN
INDUSTRIES, INC., an Indiana corporation, will be held at Christiana Creek
Country Club, 116 West Bristol Street, Elkhart, Indiana, on May 2, 2002 at 10:00
A.M., for the following purposes:

1. To elect ten directors of the Company to hold office for the terms
indicated in the proxy statement.

2. To transact such other business as may properly come before the meeting
or any adjournment thereof.

Only shareholders of record at the close of business on March 18, 2002, are
entitled to notice of and to vote at the meeting. Each such shareholder is
entitled to one vote per share on all matters to be voted on at the meeting.

Whether or not you expect to attend the meeting, please sign, date and
return the enclosed proxy in the enclosed envelope.

By order of the Board of Directors,

RICHARD M. LAVERS
Secretary

March 28, 2002

PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED
WHICH REQUIRES NO POSTAGE FOR MAILING IN THE UNITED STATES. A PROMPT RESPONSE IS
HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED.

COACHMEN INDUSTRIES, INC.
P. O. BOX 3300
ELKHART, INDIANA 46515
574-262-0123

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PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 2002
------------------

This Proxy Statement is being mailed to shareholders of COACHMEN
INDUSTRIES, INC. (the "Company") on or about March 28, 2002, and is furnished in
connection with the Board of Directors' solicitation of proxies to be used at
the Annual Meeting of Shareholders to be held on May 2, 2002, at the time and
place and for the purposes set forth in the Notice of Annual Meeting of
Shareholders accompanying this Proxy Statement. The shareholder executing the
proxy has the power to revoke it at any time prior to the voting thereof. The
Annual Report to Shareholders for the year 2001 accompanies this Proxy
Statement. Additional copies of the Report may be obtained by writing to the
Secretary of the Company.

The expenses in connection with the solicitation of the enclosed form of
proxy, including postage, printing and handling, and actual expenses incurred by
brokerage houses, custodians, nominees and fiduciaries in forwarding documents
to beneficial owners, will be paid by the Company. It is also expected that
solicitation in person or by telephone will be made of some shareholders by
certain directors, officers and employees of the Company without extra
compensation.

VOTING INFORMATION

Each shareholder is entitled to one vote for each share of the Company's
Common Stock held as of the record date. For purposes of the Annual Meeting, a
quorum means a majority of the outstanding shares entitled to vote. As of the
close of business on March 18, 2002, the record date for shareholders entitled
to vote at the annual meeting, there were outstanding 16,072,016 shares of
Common Stock, entitled to one vote each. In determining whether a quorum exists
at the Annual Meeting, all shares represented in person or by proxy will be
counted. A shareholder may, with respect to the election of directors, (i) vote
for the election of all named director nominees, (ii) withhold authority to vote
for all named director nominees or (iii) vote for the election of all named
director nominees other than any nominee with respect to whom the shareholder
withholds authority to vote by so indicating in the appropriate space on the
proxy. Proxies properly executed and received by the Company prior to the Annual
Meeting and not revoked will be voted as directed therein on all matters
presented at the meeting. In the absence of a specific direction from the
shareholder, proxies will be voted for the election of all named director
nominees.

The Directors are elected by a plurality of the votes cast by shares
present in person or by proxy at the Annual Meeting and entitled to vote. For
any other matter which may properly come before the meeting, approval is
obtained if the votes cast in favor exceed the votes cast in opposition.
Accordingly, withholding authority to vote in the election of Directors and
broker non-votes will have no effect on any matter at the Annual Meeting.

Shareholders wishing to include proposals in the Company's Proxy Statement
and form of proxy for the next Annual Meeting of Shareholders must submit such
proposals so that they are received by the Secretary of the Company at the
address indicated on page 1 by no later than November 28, 2002.

The Company's Bylaws provide that notice of proposed shareholder
nominations for election of directors must be made in writing and either
delivered to the Secretary of the Company or mailed to the Secretary of

the Company by first-class United States mail, postage prepaid, and in either
case must be received by the Secretary of the Company not less than 60 days
prior to the month and day of the anniversary of the last meeting of the
stockholders called for the election of directors. The notice must contain
certain information about each proposed nominee, including his age, business and
residence addresses and principal occupation, the number of shares of Common
Stock beneficially owned by him and such other information as would be required
to be included in a proxy statement soliciting proxies for the election of such
proposed nominee. If the Chairman of the meeting of shareholders determines that
a nomination was not made in accordance with the foregoing procedures, such
nomination is void. The advance notice requirement affords the Board of
Directors the opportunity to consider the qualifications of all proposed
nominees and, to the extent deemed necessary or desirable by the Board, inform
shareholders about such qualifications.

For a shareholder to bring other business before the Annual Meeting, but
not have it included in the proxy statement, timely notice must be submitted in
writing, either delivered or mailed by first-class United States mail, postage
prepaid, to the Secretary of the Company, and in either case be received by the
Secretary of the Company not less than 60 days prior to the month and day of the
anniversary of the mailing of the prior year's proxy statement. The notice must
identify the proposing shareholder and his/her address, and contain a
description of the proposed business and such other information as would be
required to determine the appropriateness of including the proposal in a proxy
statement.

STOCK OWNERSHIP INFORMATION

The following table sets forth, as of the record date, information
concerning the only parties known to Coachmen having beneficial ownership of
more than 5 percent of its outstanding Common Stock and information with respect
to the stock ownership of all directors and executive officers of the Company as
a group.

<Table>
<Caption>
NUMBER OF
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED OF CLASS
------------------- ------------ --------

First Pacific Advisors, Inc. 2,671,300 16.6%
11400 West Olympic Blvd., Suite 1200
Los Angeles, California 90064
Dalton, Greiner, Hartman, Maher & Co. 1,422,485 8.9%
565 Fifth Ave., Suite 2101
New York, New York 10017
Dimensional Fund Advisors, Inc. 1,219,600 7.6%
1299 Ocean Avenue
Santa Monica, California 90401
Thomas H. Corson 577,102 3.6%
Retired Chairman of the Board
P.O. Box 504
Middlebury, Indiana 46540
Dorthy S. Corson 507,540 3.2%
(Wife of Thomas H. Corson)
P.O. Box 504
Middlebury, Indiana 46540
Directors and Executive Officers as a group (19 persons) 1,712,305 10.7%(1)
</Table>

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(1) The stock ownership for Claire C. Skinner is set forth under the heading
"Election of Directors." Stock ownership for other executive officers named
in the Summary Compensation Table is as follows: Steven E. Kerr, President
and General Manager, All American Homes, LLC, who owns 7,464 shares of which
6,000 are held under options exercisable within 60 days of the record date
for the annual meeting, Michael R. Terlep, Jr., President and General
Manager, Coachmen Recreational Vehicle Company, LLC, who owns 20,766 shares
of which 17,250 are held under options exercisable within 60 days of the
record date for the annual meeting, Richard M. Lavers, Executive Vice
President, who owns 20,547 shares of which 16,500 are held under options
exercisable within 60 days of the record date of the annual meeting, and
John T. Trant, Senior Vice President, who owns 19,767 shares of which 16,250
are held under options exercisable within 60 days of the record date for the
annual meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that certain
of the Company's directors, officers and stockholders file with the Securities
and Exchange Commission and the New York Stock Exchange an initial statement of
beneficial ownership and certain statements of changes in beneficial ownership
of Common Stock of the Company. Based solely on its review of such forms
received by the Company and written representation from the directors and
officers that no other reports were required, the Company is unaware of any
instances of noncompliance, or late compliance, with the requirements during the
fiscal year ended December 31, 2001 by its officers, directors or stockholders.

ELECTION OF DIRECTORS

At the meeting, ten directors constituting the entire Board of Directors of
the Company, are to be elected to hold office for terms of one to three years or
until their successors are elected and qualified. Unless otherwise indicated on
the proxy form, the authority conferred by the proxy will be used for the
purpose of voting in favor of the ten nominees listed below. If any such nominee
shall be unable to serve, the proxies will be voted to fill any vacancy so
arising in accordance with the discretionary authority of the persons named in
the proxies. The Board of Directors has no reason to believe that any such
nominee will be unable to serve. The following information concerning the
nominees and the number of shares of Common Stock of the Company owned of record
and beneficially as of March 18, 2002 has been furnished by the nominees:

<Table>
<Caption>
YEAR FIRST COMMON STOCK
ELECTED OWNED
NAME AND AGE PRINCIPAL OCCUPATION(1) DIRECTOR MARCH 20, 2002
------------ ----------------------- ---------- ------------------

Nominees for Election as a Director for a one-year term expiring in 2003:
Claire C. Skinner (47) Chairman of the Board, Chief 1993 267,825 (1.7%) (2)(3)
Executive Officer and President
(Daughter of Thomas H. Corson and
Niece of Keith D. Corson)
Donald W. Hudler (67) President & CEO, DDH Investments of 1999 8,241 (4)
Texas
Philip G. Lux (73) Retired President of the Company 1979 100,641 (4)
Nominees for Election as a Director for a two-year term expiring in 2004:
Keith D. Corson (66) Retired President and Chief 1991 69,852 (3)(4)
Operating Officer of the Company
(Brother of Thomas H. Corson)
Robert J. Deputy (63) Chairman & CEO, Godfrey Marine, 1998 30,818 (4)
Inc.
Edwin W. Miller (56) Chairman & CEO, Millennium Capital 1998 8,384 (4)
Group
Nominees for Election as a Director for a three-year term expiring in 2005:
Thomas H. Corson (74) Retired Chairman of the Board of 1965 1,084,642 (6.8%) (3)
the Company
Geoffrey B. Bloom (60) Chairman of the Board Wolverine 1999 7,241 (4)
World Wide
William P. Johnson (60) Retired Chairman of the Board of 1978 29,036 (4)
Goshen Rubber Co., Inc.
Fredrick M. Miller (46) Member, Dykema Gossett PLLC 1999 4,541 (4)
</Table>

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(1) All of the nominees have held the positions set opposite their names for
more than the past five years except for C.C. Skinner, K.D. Corson, G.B.
Bloom, D.W. Hudler, W.P. Johnson and E.W. Miller. Ms. Skinner was Executive
Vice President of the Company prior to being elected Vice Chairman on May
4,1995, and Chairman and CEO on August 1, 1997 and she assumed the President
position on September 1, 2000. Mr. K.D. Corson was President and COO of the
Company prior to his retirement on September 1, 2000. Prior to 2000 Mr.
Bloom was Chairman and CEO, and prior to 1996, was President and Chief
Executive Officer of Wolverine World Wide, Inc. Mr. Hudler was Chairman &
CEO of Saturn Retail Enterprises, Inc. from January 1, 1999 through June 30,
2001. Prior to that, Mr. Hudler was President and CEO of Saturn Corp. GM
from April 1, 1997 through December 31, 1998. Prior to that he was President
and CEO of Saturn GM. Mr. Johnson retired as Chairman of the Board of Goshen
Rubber Co., Inc. in 2000. Mr. Miller retired from Eli Lilly and Company on
December 31, 1998.

(2) Includes 40,000 shares held under options exercisable within 60 days of the
record date for the annual meeting by C.C. Skinner.

(3) Includes shares, as to which beneficial ownership is disclaimed, held by or
for the benefit of family members as follows: C.C. Skinner, 40,912 shares,
K.D. Corson, 36,400 shares and T.H.Corson, 507,540 shares.

(4) Less than 1.0%.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG-TERM COMPENSATION
--------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND ------------------- STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) AWARDS(2) OPTIONS(#)(3) COMPENSATION(4)
------------------ ---- ------ -------- ---------- ------------- ---------------

Claire C. Skinner 2001 $300,000 $ -- $ -- -- $50,466
Chairman of the 2000 281,000 -- -- 50,000 14,609
Board, Chief 1999 270,000 270,000 -- 10,000 8,454
Executive Officer and
President
Steven E. Kerr 2001 165,000 140,000 -- -- 20,552
President and General 2000 122,000 140,000 -- 12,000 4,013
Manager, All American 1999 94,000 142,500 18,400 4,500 --
Homes, LLC
Richard M. Lavers 2001 195,000 69,000 -- -- 22,161
Executive Vice 2000 169,615 -- -- 36,000 4,450
President and 1999 125,000 46,875 -- 7,000 1,000
General Counsel and
Secretary
John T. Trant 2001 141,000 62,423 -- -- 17,038
Senior Vice President, 2000 135,500 17,344 -- 30,000 3,571
Modular Housing and 1999 130,000 63,778 -- 5,000 610
Building Group
Michael R. Terlep, Jr. 2001 195,000 -- -- -- 20,358
President and General 2000 168,000 68,215 -- 30,000 6,186
Manager, Coachmen 1999 160,000 135,520 -- 6,000 2,474
Recreational Vehicle
Company, LLC
</Table>

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(1) The Company has incentive bonus plans for both designated officers and key
management personnel. Prior to 2001, under these plans and subject to
certain limitations and exceptions, bonus payments were made from an amount
equal to a maximum of 20% of the result reached by subtracting 6% of the
previous year-end net worth from annual earnings, before the bonuses
described herein and income taxes. For 2001, bonuses were paid under the
Executive Annual Performance Incentive Plan described in the Compensation
Committee Report. Included for Mr. Lavers in 2001 is an unrestricted grant
of 2,000 shares of the Company's stock issued on August 23, 2001 with a
market value totaling $24,000 on the grant date.

(2) Steven E. Kerr's stock award vests over a four year period at the rate of
25% per year at the end of the first year. No dividends are paid on the
unvested portion of the award. On December 31, 2001, the remaining value of
Steven E. Kerr's award was $2,400. Mr. Lavers, Mr. Trant and Mr. Terlep were
granted restricted stock awards in 1998 in relationship with the Company's
Business Protection Agreements. The awards vest at 25% per year and the
remaining value at December 31, 2001 was $3,600 each.

(3) The options are for terms of five to ten years and become exercisable at the
rate of 25% per year at the end of the first year.

(4) The Compensation Committee has approved executive deferred compensation
agreements for certain corporate and subsidiary officers. These agreements
provide monthly payments to executives upon retirement and provide for
monthly payments to the executive's beneficiaries should the executive die
prematurely. The benefits are funded by Company owned life insurance
policies. These agreements provide for twenty-year payments upon retirement
and are fully funded by the life insurance purchased. The amounts in this
column include the Company's contributions under the deferred compensation
plan and interest earned above 120% of the applicable federal rate. The
Company's contributions under this plan for 2001 are as follows: Ms.
Skinner, $24,566, Mr. Kerr, $1,795, Mr. Lavers, $2,261, Mr. Trant, $1,568
and Mr. Terlep, $7,208. In addition, the Company established a retirement
plan under Section 401(k) effective January 1, 2000. Company contributions
for 2001 under this plan were $3,400 each for Ms. Skinner, Mr. Kerr, Mr.
Lavers and Mr. Terlep and $3,256 for Mr. Trant. Contributions for 2000 under
this plan were $2,805 each for Ms. Skinner, Mr. Kerr, Mr. Lavers, Mr. Trant
and Mr. Terlep. In addition, the Compensation Committee has approved a
Supplemental Employee Retirement Plan for certain corporate and subsidiary
officers. The participants direct the Company to invest funds in mutual fund
investments and Company stock. The matching contributions vest after a five
year period. Participant benefits are limited to the value of the vested
benefits held on their behalf. The Company's contributions under this plan
for 2001 are as follows: Ms. Skinner, $22,500, Mr. Kerr, $15,357, Mr.
Lavers, $16,500, Mr. Trant, $12,214 and Mr. Terlep, $9,750.

STOCK OPTION GRANTS

During 2001, there were no stock option grants awarded from the Company's
2000 Omnibus Stock Incentive Plan to the executives named in this proxy.

STOCK OPTION EXERCISES AND VALUES TABLE

The following table shows information with respect to options for the
Company's Common Stock either exercised or having value outstanding under the
Company's 1994 and 2000 Omnibus Stock Incentive Programs.

AGGREGATED OPTION EXERCISES IN FISCAL 2001
AND YEAR END OPTION VALUES

<Table>
<Caption>
NUMBER OF SECURITIES
OPTIONS EXERCISED UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
IN 2001 OPTIONS AT DECEMBER 31, IN-THE-MONEY OPTIONS AT
--------------------------- 2001 DECEMBER 31, 2001*
SHARES ACQUIRED VALUE --------------------------- ---------------------------
ON EXERCISE REALIZED* EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------- --------- ----------- ------------- ----------- -------------

Claire C. Skinner..... -- $ -- 47,500 42,500 $25,000 $75,000
Steven E. Kerr........ -- -- 5,250 11,250 6,000 18,000
Michael R. Terlep,
Jr.................. -- -- 17,750 26,250 15,000 45,000
Richard M. Lavers..... -- -- 15,500 30,500 18,000 54,000
John T. Trant......... 6,000 4,500 17,750 26,250 15,000 45,000
</Table>

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* Market value of the underlying securities at exercise date or year-end as the
case may be, minus the exercise price of the options.

CHANGE IN CONTROL AGREEMENTS

The Company has entered into Change in Control Agreements with certain key
employees, including the named executive officers. Each Change in Control
Agreement provides for the payment of benefits in the event that, within a
three-year period following the date of a "change in control," (i) the
executive's

employment is terminated by the Company without "cause," or (ii) the executive
terminates employment for "good reason". The terms "change in control," "cause"
and "good reason" are defined in the Agreements. The amount of the benefits
payable to an executive entitled thereto would be an amount equal to accrued
salary through the termination date and target annual bonus, plus either two or
three times the sum of (i) the executive's annual base salary at the rate in
effect at the time of the change in control or upon termination, whichever is
greater, plus (ii) the executive's target annual bonus. The Agreements also
provide for the full vesting of an executive's 401(k) account and a matching
contribution for a two or three-year period, as well as the acceleration of
vesting of any outstanding options or shares of restricted stock and the
continuation of certain fringe benefits for a two or three-year period. In
addition, several of the benefit plans provide for modified vesting and
contribution provisions upon a change in control. Certain Change in Control
Agreements provide a gross-up of the amount of benefits provided to hold the
executives harmless from the impact of any excise tax imposed under the
"parachute payment" provisions of the Internal Revenue Code. The term of the
Agreements shall extend through the executive's term of employment, or the third
anniversary of the date of a change in control of the Company, if sooner.

BOARD OF DIRECTORS

The Company's Board of Directors has an Audit Committee consisting of
William P. Johnson, Philip G. Lux, Edwin W. Miller and Fredrick M. Miller. The
functions of the Audit Committee are to review and approve in advance the scope
of the annual audit by the Company's independent public accountants, to review
internal audit procedures, to review all matters having a material effect upon
the Company's financial operations and to discuss fees paid to the Company's
independent public accountants. The committee met four times in 2001. All of the
members of the Audit Committee are independent as defined in the New York Stock
Exchange listing standards.

The Board of Directors has a Compensation Committee consisting of Robert J.
Deputy, Geoffrey B. Bloom, Donald W. Hudler and William P. Johnson. This
committee reviews and approves compensation plans for all senior corporate
officers, stock option grants and profit sharing awards. The committee met five
times in 2001.

The Board of Directors has a Nominating Committee consisting of Thomas H.
Corson, Robert J. Deputy, and Philip G. Lux. This committee selects and
nominates candidates for Board membership. The committee did not meet in 2001.
The Nominating Committee will consider director nominees recommended by
shareholders if such recommendations are submitted in writing to the committee
in accordance with the Company's Bylaws.

The Board of Directors had four meetings in 2001. All directors attended at
least three meetings except for Fredrick M. Miller, who attended two meetings.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors (the "Committee") is
responsible for developing and administering the compensation policies and
practices of the Company, to insure that the Chief Executive Officer and other
senior officers are compensated in a manner consistent with the stated
objectives of the Company. The Committee also administers the Company's benefit,
retirement programs and equity incentive plans and recommends changes subject to
approval by the Board of Directors. The members of the Compensation Committee
are independent, non-employee directors.

The Company's compensation philosophy is to provide a competitive
compensation program with incentives to achieve superior financial performance
for the Company's stakeholders. The Company's executive compensation policies
are designed to achieve these primary objectives:

- Attract, retain, reward and motivate highly talented employees, who
will lead the Company and achieve and inspire superior performance;

- Provide incentives to improve the performance of Coachmen overall
and of each business sector to which an executive is assigned;

- Align the interests of management with those of the Company's
shareholders in both the short and long-term by placing a
significant portion of compensation "at risk", based upon the
Company's performance.

Executive compensation consists primarily of the following components: Base
Salary, Annual Incentives and Long-Term Incentives.

BASE SALARIES

Salaries are typically reviewed annually, on a calendar year basis. The
Committee sets executive salaries based on competitive market levels,
experience, individual and company performance, levels of responsibility and
inflationary factors. In order to attract and retain highly qualified talent,
base salaries are targeted at the 50th percentile, based on survey results of
companies in Coachmen's peer group, as well as a range of manufacturing
companies with whom Coachmen might reasonably compete for executive talent. As
the Committee determines that adjustments to certain base salaries are needed,
they will be phased in based upon the degree of deficiency, the level of the
executive's responsibility and personal performance, and business circumstances.

ANNUAL INCENTIVE PLANS

In 2001 a new annual incentive plan was adopted for senior officers and
business unit heads. The 2001 Executive Annual Performance Incentive Plan is
designed to increase emphasis on key performance factors that drive shareholder
value. The Plan provides key employees with the opportunity for bonuses based on
the performance of the Company and/or the performance of its operating divisions
or profit-centers. An annual target bonus goal (the "Target Bonus"), which is
expressed as a percentage of the participant's base salary, is established by
the Compensation Committee. The degree to which this Target Bonus is earned or
exceeded is directly linked to the degree the participant achieves or surpasses
his/her pre-established financial objectives. The Bonus levels may be expressed
as either (i) a matrix of percentages or (ii) a mathematical formula that
determines the percentage of the Target Bonus that is payable at varying levels
of performance.

Performance goals may be based on one or more financial criteria, either
separately or combined, as well as other business criteria, such as,
measurements of compliance with company policies or legal requirements, human
resources criteria, measures of customer satisfaction and subjective evaluations
of the executives' performance and personal development. For 2001, the
performance goals were based on sales, earnings per share (EPS), earnings before
interest, taxes, depreciation and amortization (EBITDA) and return on assets
(ROA).

LONG-TERM INCENTIVES

Long-term incentive compensation opportunities are provided to executives
in positions with significant responsibilities, accountabilities and potential
impact on long-term corporate performance. Long-term incentive compensation is
generally made available in the form of stock options. These awards are
available under the 2000 Omnibus Stock Incentive Plan, as approved by the
shareholders. The Committee approves participation in and the level of stock
option grants made to individual executives. Options granted during 2001 are
subject to vesting provisions over a period of four years, which lapse after ten
years. The exercise price must at least equal the fair market value of the
common stock on the date of grant. Holders must be employed by the Company at
the time of vesting in order to exercise the options.

The Committee believes that Long Term Incentives encourage equity ownership
interest in the Corporation, assuring that the interests of the Corporation's
senior executives are closely aligned with the interests of the shareholders.

BENEFITS

The Committee also recommended and implemented a new Supplemental Deferred
Compensation Plan during 2001. This Plan has two levels, a Supplemental
Executive Retirement Plan (SERP) for senior executives and a MIRROR Plan for
other managers. Together, with the Company's 401(k) plan, they create a
competitive retirement benefit which includes matching company stock
contributions. The Committee believes that these retirement programs will
enhance the company's ability to attract and retain executive talent.

STOCK OWNERSHIP GUIDELINES

Stock ownership guidelines have been established for Senior Executives and
Officers. The established guidelines are four times base salary for the Chief
Executive Officer, two times base salary for Executive Vice Presidents, one and
one-half times base salary for Senior Vice Presidents, and one times base salary
for other key officers. The targeted stock ownership should be achieved within
four (4) years. Shares to be counted include shares held in the executives'
401(k) or IRA, restricted shares, shares held in trust or in beneficial
ownership by or for an immediate family member, shares purchased on the open
market or through the Employee Stock Purchase Plan, or shares held following the
exercise of stock options. Stock options will not be counted towards the
executive's stock ownership position until exercised.

CHIEF EXECUTIVE OFFICER COMPENSATION

The Chief Executive Officer (CEO) compensation is established pursuant to
the same philosophy and objectives described earlier in this report, and
includes the same elements and performance measures used for the Company's other
officers. For 2001, the CEO did not receive a bonus under the Executive Annual
Performance Incentive Plan.

COMPLIANCE WITH SECTION 162(M)

Federal tax law establishes certain requirements in order for compensation
exceeding $1 million earned by certain executives to be deductible. Because the
total compensation for any executive officer is significantly below the $1
million threshold, the Compensation Committee has not had to address the issues
relative thereto.

SUMMARY

The Committee believes that the foregoing compensation programs will serve
the long-term interests of shareholders. These programs create a strong link
between long-term executive rewards and long-term shareholder rewards; they
attract, retain and motivate outstanding executive talent; and they further the
Corporation's long-term leadership succession objectives. The Committee will
continue to emphasize variable, performance based compensation programs that it
believes positively affect long-term shareholder value. Finally, through stock
ownership guidelines, it is the goal of the Committee to ensure the Corporation
has not only qualified, professional managers, but fully committed
"owner-operators".

The foregoing report is furnished by the following members of the
Compensation Committee:

Robert J. Deputy, Chairman Geoffrey B. Bloom, Member
Compensation Committee Donald W. Hudler, Member
William P. Johnson, Member
</Table>

OUTSIDE DIRECTOR COMPENSATION

For the 2001-2002 service year which began May 2001, each Outside Director
of the Company is entitled to the following annual retainers as compensation for
his or her services on the Board of Directors of Coachmen Industries, Inc.: a)
ten thousand dollars ($10,000) in cash; b) ten thousand dollars ($10,000) in the
Company's common stock; c) three thousand dollars ($3,000) in cash for each
committee of the Board on

which the Director serves; d) two thousand dollars ($2,000) in cash for each
committee of the Board which the Director chairs; and, e) a grant of an option
for one thousand (1,000) shares of the Company's common stock.

The value of each stock retainer and the option exercise price shall be
equal to the closing price of the common stock on the NYSE Composite
Transactions Tape, as reported in The Wall Street Journal, Midwest Edition on
the date of the annual shareholders' meeting. The compensation for the coming
year will be payable promptly following the election of the Directors at the
annual shareholders' meeting, in advance for the coming service year.

At least fifteen (15) days prior to each annual shareholders' meeting, each
Director may instead irrevocably elect in writing to receive any portion of his
or her cash compensation: in unrestricted common stock valued at one hundred ten
percent (110%) of the cash amount elected, plus an amount calculated by the
Company necessary to gross up the Director's income to cover the Director's
federal income taxes for that year for the additional 10% of stock; or, in
restricted common stock valued at one hundred forty percent (140%) of the cash
amount elected. All restricted common stock shall be deposited with the Company
until the completion of two years of service thereafter, and shall be subject to
the following restrictions: (a) deposited stock shall be non-transferable until
the completion of that two year period of service; and, (b) the shares shall be
forfeited to the Company without any payments to the Director in the event of a
termination of the Director's service on the Board prior to the completion of
the two year period of service for any reason other than death, disability or
mandatory retirement; except that, in the event of a Change in Control, as
defined in the Program, all such stock shall be delivered to the Director
without any restrictions.

Consistent with its belief that the long-term interests of our shareholders
are best served by Directors who hold an equity position in the Company, the
Board further determined that during this year of transitioning to a new
compensation plan for Non-employee Directors, that those Directors would be
allowed to make the above-referenced election for one-half of their cash
compensation for the 2000-2001 term year.

All stock delivered and stock options granted under the new compensation
plan for Non-employee Directors are authorized under the Coachmen Industries,
Inc. 2000 Omnibus Stock Incentive Program ("Program"), as approved by the
shareholders.

STOCK OWNERSHIP GUIDELINES -- NON-EMPLOYEE DIRECTORS

In 2001, the Board also approved stock ownership guidelines for its
Non-employee Directors at a multiple of four times the amount of the Annual Cash
and Stock Retainer. The targeted stock ownership should be achieved by December
31, 2004. Shares to be counted included restricted shares, shares held in trust
or in beneficial ownership by or for an immediate family member, shares
purchased on the open market, or shares held following the exercise of stock
options. Stock options will not be counted towards the Non-employee Directors'
stock ownership position until exercised.

PERFORMANCE GRAPH

The stock price performance shown on the graph below is not necessarily
indicative of future price performance. The companies comprising the Peer Group
are Fleetwood Enterprises, Inc., Skyline Corporation, Thor Industries, Inc. and
Winnebago Industries, Inc. The total return of each company in the Peer Group
has been weighted according to Coachmen's stock market capitalization.

COMPARATIVE FIVE-YEAR TOTAL RETURNS*
COACHMEN, S&P 500, PEER GROUP
(PERFORMANCE RESULTS THROUGH 12/31/01)

[PERFORMANCE CHART]

<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------
1996 1997 1998 1999 2000 2001
- ----------------------------------------------------------------------------------------------------------------

COACHMEN INDUSTRIES, INC. 100.00 76.78 94.29 54.95 38.87 45.24
S&P 500 INDEX 100.00 133.36 171.48 207.56 188.66 166.24
PEER GROUP 100.00 144.48 143.68 118.56 81.72 138.42
</Table>

Assumes $100 invested at the close of trading on the last trading day preceding
the first day of the fifth preceding fiscal year in Coachmen common stock, S&P
500, and Peer Group. *Cumulative total return assumes reinvestment of dividends.

AUDIT COMMITTEE REPORT

The responsibilities of the Audit Committee, which are set forth in the
Audit Committee Charter adopted by the Board of Directors, include providing
oversight to the Company's financial reporting process through periodic meetings
with the Company's independent accountants, internal auditors and management to
review accounting, auditing, internal controls and financial reporting matters.
The management of the Company is responsible for the preparation and integrity
of the financial reporting information and related systems of internal controls.
As specified in the Audit Committee Charter, it is not the duty of the Audit
Committee to plan or conduct audits or to determine that the Company's financial
statements are complete and accurate and in accordance with accounting
principles generally accepted in the United States. That is the responsibility
of management and the Company's independent auditors. In giving our
recommendation to the Board of Directors, we have relied on (i) management's
representation that such financial statements have been prepared with integrity
and objectivity and in conformity with accounting principles generally accepted
in the United States and (ii) the report of the Company's independent auditors
with respect to such financial

statements. The Board of Directors has determined that the members of the Audit
Committee are "independent," as defined in the corporate governance listing
standards of the New York Stock Exchange relating to audit committees, meaning
that they have no relationship to the company that may interfere with the
exercise of their independence from the management and the Company.

The Audit Committee of the Board of Directors oversees the Company's
financial reporting process on behalf of the Board of Directors. It meets with
management and the Company's independent public accountants throughout the year
and reports the results of its activities to the Board of Directors. In this
connection, the Audit Committee has done the following:

- Reviewed and discussed the audited financial statements for the
fiscal year ended December 31, 2001 with the Company's management;

- Discussed with Ernst & Young LLP, the Company's independent public
accountants, the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards), as amended; and

- Received written disclosure regarding independence from Ernst &
Young LLP as required by Independence Standards Board Standard No. 1
(Independence Discussion with Audit Committees) and discussed with
Ernst & Young LLP its independence.

Based on the review and discussions described above with respect to the
Company's audited financial statements included in the Company's 2001 Annual
Report to Shareholders, we have recommended to the Board of Directors that such
financial statements be included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2001 for filing with the Securities and Exchange
Commission.

<Table>

William P. Johnson, Chairman, Philip G. Lux, Member
Audit Committee Edwin W. Miller, Member
Fredrick M. Miller, Member
</Table>

INDEPENDENT ACCOUNTANTS

The Company's certified public accountants for the year 2001 were Ernst &
Young LLP, independent accountants, and that firm has been selected as the
Company's accountants for fiscal 2002. Such accounting firm is expected to have
a representative at the Annual Meeting of Shareholders and will be available to
respond to appropriate questions at that time and have an opportunity to make a
statement if they desire to do so.

In June 2001, PricewaterhouseCoopers LLP ("PwC") advised the Company that
it was closing its South Bend, Indiana office that had served the Company since
1986. On August 23, 2001, the Board of Directors of the Company, on the
recommendation of the Audit Committee, appointed Ernst & Young LLP as the
Company's independent auditors for the year ending December 31, 2001. PwC was
notified of their dismissal on August 23, 2001. The reports of PwC on the
Company's financial statements for the years ended December 31, 2000 and 1999,
did not contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with the audits of the Company's financial statements for the two
most recent fiscal years and through August 23, 2001, there were no
disagreements with PwC on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of PwC, would have caused
them to make reference thereto in their report on the financial statements for
such years. The Company filed the related Form 8-K on August 23, 2001.

AUDIT AND ALL OTHER FEES

The fees billed to the Company by Ernst & Young LLP with respect to the
year 2001 were the following:

<Table>

Annual Audit Fees........................................... $171,000
Audit-Related Fees.......................................... $ -0-
IT Consulting Fees.......................................... $ -0-
All Other Fees.............................................. $174,309
</Table>

The Annual Audit Fees include amounts billed for audit of the Company's
annual consolidated financial statements for the year 2001 and the timely review
of the financial statements included in the forms 10-Q filed by the Company
during the year. There were no Audit-Related Fees for 2001. There were no IT
Consulting Fees billed during the year. Fees billed for other non-audit services
primarily include tax-related services and internal audit services. It is
anticipated that Ernst & Young LLP will provide similar non-audit services
during the year 2002. The Audit Committee has considered and concluded that the
provision of the non-audit services is compatible with maintaining the
independence of Ernst & Young LLP.

OTHER BUSINESS

The Board of Directors does not know of any other business to be presented
to the Annual Meeting and does not intend to bring other matters before the
Annual Meeting. However, if any other matters properly come before the Annual
Meeting, it is intended that the persons named in the accompanying proxy form
will vote thereon according to their best judgment and interest of the Company.
No Shareholder has informed the Company of any intention to propose any other
matter to be acted upon at the Annual Meeting. Accordingly, the persons named in
the accompanying proxy form are allowed to exercise their discretionary
authority to vote upon any such proposal without the matter having been
discussed in this Proxy Statement.

By Order of the Board of Directors,

RICHARD M. LAVERS
Secretary

Dated: March 28, 2002

DETACH CARD
- ------------------------------------------------------------------------------------------------------------------------------------

COACHMEN INDUSTRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS MAY 2, 2002
VOTING INSTRUCTION

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

KEY BANK, NATIONAL ASSOCIATION, TRUSTEE OF THE COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST

The undersigned, a participant in and named fiduciary under the Plan, hereby directs the Trustee to vote in person or by proxy, as
indicated below (a) all common shares of Coachmen Industries, Inc. credited to the undersigned's account under the Plan on the
record date ("allocated shares") and (b) the proportionate number of common shares of Coachmen Industries, Inc. credited to the
accounts of other participants in the Plan, but for which the Trustee does not receive valid voting instructions ("non-directed
shares") and as to which the undersigned is entitled to direct the voting in accordance with the Plan provisions at the Annual
Meeting of Shareholders to be held on May 2, 2002 and at any adjournment thereof. Under the Plan, shares credited to the accounts of
participants for which the Trustee does not receive timely directions in the form of a signed voting instruction form are voted by
the Trustee as directed by the participants acting as named fiduciaries under the Plan who timely return a signed voting instruction
form. By completing this confidential voting instruction form and returning it to the Trustee, you are directing the Trustee to vote
credited shares and a proportionate number of non-directed shares held in the Plan. The number of non-directed shares for which you
may instruct the Trustee to vote will depend on how many other participants exercise their right to direct the voting of their
allocated shares. The number of shares reported on this form is based on an equivalent number of shares which are allocated for the
credit of your account pursuant to the terms of the Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL BELOW:

1. Election of ten (10) Directors (to serve in three classes for staggered terms, as set forth in the Proxy Statement).

[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below). to vote for all nominees listed below.

Nominees: Claire C. Skinner, Donald W. Hudler and Philip G. Lux (1-year terms); Keith D. Corson, Robert J. Deputy and Edwin W.
Miller (2-year terms); Thomas H. Corson, Geoffrey B. Bloom, William P. Johnson and Fredrick M. Miller (3-year terms).
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)

- ------------------------------------------------------------------------------------------------------------------------------------
(CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE.)

DETACH CARD
- ------------------------------------------------------------------------------------------------------------------------------------

(Continued from the other side)

2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. This
proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS.

YOUR SIGNATURE ON THIS PROXY IS YOUR ACKNOWLEDGMENT OF RECEIPT OF THE NOTICE OF MEETING AND PROXY STATEMENT.

Dated: , 2002
----------------------

-----------------------------------
Signature

PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.

DETACH CARD
- ------------------------------------------------------------------------------------------------------------------------------------

COACHMEN INDUSTRIES, INC.
P.O. BOX 3300,
ELKHART, INDIANA 46515

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder(s) of Coachmen Industries, Inc., an Indiana corporation, hereby appoints Claire C. Skinner and William
P. Johnson, and each of them, as my (our) proxies, each with the power to appoint a substitute, and hereby authorizes them, and each
of them individually, to represent and to vote, as designated below, all of the shares of Coachmen Industries, Inc. which the
undersigned is or may be entitled to vote at the Annual Meeting of Shareholders to be held at the Christiana Creek Country Club,
Elkhart, Indiana, at 10:00 a.m. local time, on May 2, 2002, or any adjournment thereof, with the same authority as if the
undersigned were personally present.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL BELOW:

1. Election of ten (10) Directors (to serve in three classes for staggered terms, as set forth in the Proxy Statement).

[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below). to vote for all nominees listed below.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)

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

(CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE.)

DETACH CARD
- ------------------------------------------------------------------------------------------------------------------------------------

(Continued from the other side)

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS.

YOUR SIGNATURE ON THIS PROXY IS YOUR ACKNOWLEDGMENT OF RECEIPT OF THE NOTICE OF MEETING AND PROXY STATEMENT.

Dated: , 2002
-----------------------------

------------------------------------------
Signature

------------------------------------------
(Signature if held jointly)

NOTE: Please sign exactly as name appears
above. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator,
trustee, or guardian, please give title as
such. If shareholder is a corporation,
please sign in full corporate name by
President or other authorized officer. If
a partnership, please sign in partnership
name by authorized person.

PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.