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 toss.240.14a-11(c) orss.240.14a-12

REXHALL INDUSTRIES, 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)(4) 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:

REXHALL INDUSTRIES, INC.
46147 7th Street West
Lancaster, California 93534

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The annual meeting of shareholders of Rexhall Industries, Inc. ("Company")
will be held at the Lancaster plant, 46147 7th Street West, Lancaster,
California 93534 on Tuesday, June 17, 2003, at 11:00AM PDT, for the following
purposes:

1. To elect its Board of Directors to serve for the ensuing year.

2. To consider and act upon a proposal to ratify the appointment of
Beckman Kirkland & Whitney as the independent accountants of the
Company for the year ending December 31, 2003.

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

The stock transfer books of the Company will not be closed, but only
holders of common stock of record at the close of business on April 25, 2003
will be entitled to vote at the meeting.

Your proxy is enclosed. You are cordially invited to attend the meeting,
but if you do not expect to attend, or if you plan to attend, but desire the
proxy holders to vote your shares, please date and sign your proxy and return it
in the enclosed postage paid envelope. The giving of this proxy will not affect
your right to vote in person in the event that you find it convenient to attend.

By order of the Board of Directors
REXHALL INDUSTRIES, INC.

/S/ Cheryl L. Rex
---------------------------------
Cheryl L. Rex
Corporate Secretary

DATED: May 19, 2003
Lancaster, California

REXHALL INDUSTRIES, INC.
46147 7th Street West
Lancaster, California 93534

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, JUNE 17, 2003 AT 11:00 AM PDT

PROXY STATEMENT

SOLICITATION OF PROXIES

Your proxy is solicited on behalf of the Board of Directors of Rexhall
Industries, Inc. ("Company") for use at the annual meeting of shareholders to be
held on the above date at 46147 7th Street West, Lancaster, California, 93534.
If a proxy in the accompanying form is duly executed and returned, the shares
represented by the proxy will be voted as directed. If no direction is given,
the shares will be voted for the election of the four (4) nominees for director
named herein and for ratification of the appointment of Beckman Kirkland &
Whitney as the independent accountants of the Company for the year ending
December 31, 2003. A proxy given by a shareholder may be revoked at any time
before it is exercised by notifying the Secretary of the Company in writing of
such revocation, by giving another proxy bearing a later date, or by attending
and voting in person at the meeting.

The cost of this solicitation of proxies will be borne by the Company.
Solicitations will be made by mail. In addition, the officers and regularly
engaged employees of the Company may, in a limited number of instances, solicit
proxies personally or by telephone. The Company will reimburse banks, brokerage
firms, other custodians, nominees and fiduciaries for reasonable expenses
incurred in sending proxy materials to beneficial owners of common stock of the
Company.

The Company's annual report, including financial statements for its fiscal
year ended December 31, 2002, is being mailed to all shareholders concurrently
herewith. The annual report is not part of the proxy materials.

The Company's annual report on Form 10-K for the year ended December 31,
2002, as filed with the Securities and Exchange Commission, is available without
charge upon written request of the Secretary of the Company at the address set
forth above in the notice. This Proxy Statement and the accompanying Proxy were
first mailed to shareholders on or about May 19, 2003.

Holders of common stock of record at the close of business on April 25,
2003 will be entitled to vote at the meeting. There were 5,912,700 shares of
common stock outstanding on that date. Each share is entitled to one vote and a
majority of the shares of common stock outstanding is necessary to constitute a
quorum for the meeting. The shareholders have cumulative voting rights in the
election of directors. Under the cumulative voting method, a shareholder may
multiply the number of shares owned by the number of directors to be elected and
cast this total number of votes for any one candidate or distribute the total
number of votes in any proportion among as many candidates as the shareholder
desires. A shareholder may not cumulate his votes for a candidate unless such
candidate's name has been placed in nomination prior to the voting and unless a
shareholder has given notice at the meeting prior to the voting of his intention
to cumulate his votes. If any shareholder gives such notice, all shareholders
may then cumulate their votes.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Company's directors are elected annually to serve until the next annual
meeting of shareholders and until their successors are elected and qualified.
The Company's Bylaws currently provide for a variable board of directors with a
range of between four and seven members, with the number currently set at four.
No proxy will be voted for more than four nominees for director.

Unless otherwise directed by shareholders, the proxy holders will vote
all shares represented by proxies held by them for the election of the maximum
number of the following nominees, all of whom are now members of and constitutes
the Company's Board of Directors. In the event that any nominees become
unavailable or unable to serve as a director of the Company prior to voting, the
proxy holders will vote for a substitute nominee in the exercise of their best
judgment.

Information Concerning Nominees: Information concerning the nominees based on
data furnished by them is set forth below:

William J. Rex, 52

Mr. William J. Rex, a founder of the Company, has served as the Company's
Chief Executive Officer from its inception as a general partnership in 1986.
Upon commencing operations in corporate form in January 1987, Mr. Rex also
became the Company's President and Chairman of the Board, offices which he
continues to hold. From March 1983 until founding the Company, Mr. Rex served in
various executive capacities for Establishment Industries, Inc., a manufacturer
of Class A and Class C motorhomes which was acquired in June 1985 by Thor
Industries, Inc., a large manufacturer of recreational vehicles. His last
position with Establishment Industries, Inc. was President. From 1970 until
March 1983, Mr. Rex was employed in various production capacities by Dolphin
Trailer Company, a manufacturer of a wide range of recreational vehicle
products. At the time he left Dolphin Trailer Company (which changed its name to
National R.V., Inc. in 1985), Mr. Rex was Plant Manager in charge of all
production and research and development.

Robert A. Lopez, 63

Mr. Robert A. Lopez has served as a director since May 26, 1993. He retired
from Nickerson Lumber and Plywood in February 2003. Mr. Lopez started his
employment with Nickerson as an outside salesman in 1969 and in 1980 he became a
partner. He was elected as President of Nickerson in 1981 and served in that
capacity until his retirement. His background is primarily in marketing products
to residential builders, manufactured housing and recreational vehicle
assemblers. In his spare time, if any, Mr. Lopez is a member of the San Fernando
Rangers, a non-profit organization working to use horses as therapeutic
conditioning for mentally and physically disabled children.

Frank A. Visco, 58

Mr. Frank A. Visco has served as a director since December 17, 1998. He is
the owner of Frank A. Visco & Associates insurance agency. Mr. Visco began his
insurance career in 1970 with New York Life Insurance Company as a Sales Manager
in their Antelope Valley (includes Lancaster, CA) office. From 1975-1984, Mr.
Visco was co-owner of Antelope Valley Insurance Agency. Additionally, during
1978-1982, he was the co-owner of APS Co. Inc., producing aircraft parts for the
aircraft industry. He has owned and operated Frank A. Visco & Associates
Insurance Agency since 1984. In 1980, in addition to his insurance activities,
he began developing properties in Los Angeles and Kern Counties.

Dr. Dennis K. Ostrom, 61

Dr. Dennis K. Ostrom has served as a director since July 12, 1999. He
received his BS, MS and Ph.D. degrees in Engineering from the University of
California, Los Angeles. He majored in structural mechanics and dynamics. Dr.
Ostrom is a Professional Civil Engineer in the State of California and since
1996 has served as a consultant for San Diego Gas & Electric, Pacific Gas &
Electric and Southern California Edison. Dr. Ostrom was employed by Southern
California Edison Company from 1970-1996. His position was that of a Consultant.
His job was formulating technical strategy and policy and relating the same to
the California Energy Commission, California Public Utilities Commission,
Nuclear Regulatory Commission and local regulatory agencies. From 1988 to 2002,
Dr. Ostrom was a member of the Board of Directors for Keysor Century, Inc., in
Saugus, California. In addition to his consulting work, Dr. Ostrom is a Planning
Commissioner for the City of Santa Clarita.

Directors of the Company hold office until the next annual meeting of
shareholders and until their successors are elected and qualified, or until
their earlier resignation or removal. All officers are appointed by, and serve
at, the discretion of the Board of Directors, subject to their terms of any
applicable employment agreements. Except for William J. Rex and James C. Rex,
who are brothers, there are no family relationships between any directors or
officers of the Company.

Compensation of Directors

Outside directors receive $500 per meeting for serving the Company as members of
the Board and $100 per hour for Board related activities outside of formal
meetings. Directors may also be reimbursed for reasonable expenses relating to
attendance at Meetings of the Board or a Committee of the Board.

Committees and Attendance at Board Meetings

Three (including 0 telephonic) meetings of the Board of Directors were held
in 2002. Each incumbent director attended at least 75% of the aggregate of all
meetings held by (i) the board of directors and (ii) those committees of the
board of directors on which such director served.

The following are the Committees of the Board of Directors:

Audit Committee: The Audit Committee consists of Robert A. Lopez, Frank A. Visco
and Dr. Dennis K. Ostrom. The Audit Committee is to meet with representatives of
the Company's independent auditors and with representatives of senior
management. The committee recommends the engagement or discharge of the
Company's independent auditors, consults with the auditors as to the adequacy of
internal accounting procedures, and reviews and approves financial statements
and reports. The Audit Committee met thirteen (13) times in 2002.

Compensation Committee: The Compensation Committee consists of William J. Rex,
Robert A. Lopez and Frank A. Visco. The Compensation Committee is responsible
for reviewing and reporting to the Board on the recommended annual compensation
for officers including salary, bonuses, and other forms of compensation and
re-numeration and also administers the Company's Stock Option Plan. The
Compensation Committee met once in 2002.

The Company has no standing nominating, or similar committee, whose
function it is to consider or recommend nominees to the Board of Directors.

Security Ownership of Certain Beneficial Owners and Management: The
following table sets forth information as of May 1, 2003 regarding the ownership
of the Company's common stock by (i) each person known by the Company to be the
beneficial owner of more than 5% of the outstanding shares of common stock, (ii)
each of the Company's directors and director nominees beneficially owning common
stock, (iii) each of the Company's executive officers named in the Summary
Compensation Table included under "Executive Compensation" later in this Proxy
Statement who beneficially own common stock, and (iv) all of the Company's
directors and current executive officers as a group:

Number of
Name of Beneficial Owner Shares Percent of
Outstanding Beneficially Shares at
or Identity of Group Owned (1) May 1, 2003
-------------------- --------- -----------

Trust of William J. Rex 3,246,000 54.9%
and Cheryl L. Rex(1)
c/o Rexhall Industries
46147 7th Street West
Lancaster, California 93534

J. Michael Bourne(2) 12,000 (3)

James C. Rex 10,000 (3)

All Directors and Current
Executive Officers as a Group 3,256,000 55.1%

- ----------
(1) William J. Rex and Cheryl. L. Rex have voting and investment power with
respect to all shares of common stock shown as beneficially owned by the
trust.

(2) Mr. Bourne resigned as an executive officer and director of the Company in
April 2003.

(3) Less than one percent.

EXECUTIVE COMPENSATION

The following table sets forth certain information as to the Company's
Chief Executive Officer and each of the Company's other highest paid executive
officers whose salary and bonus exceeded $100,000 for the year ended December
31, 2002:

SUMMARY COMPENSATION TABLE

Annual Compensation

Bonus Long Term
Name and Accrued Other Annual Compensation
Principal Position Year Salary ($) Bonus Paid Non-Paid Compensation(1) Restricted Stock Awards
- ------------------ ---- ---------- ---------- -------------------------- -----------------------

William J. Rex 02 235,200(2) 87,100 22,342 ----- -----
Chief Executive Officer 01 237,100(2) 150,100 ----- ----- -----
and President 00 250,000 See Note(3) 5,000 ----- -----

J. Michael Bourne(4) 02 140,000 ----- ----- ----- 46,200
Executive Vice President 01 118,700(2) ----- ----- ----- -----
and Chief Operating Officer

Don Hannay, Sr.(5) 02 41,100 86,300 ----- ----- -----
V.P. of Sales & Marketing 01 66,100 123,400 5,800 ----- -----
00 62,800 161,800 12,400 ----- -----

James C. Rex (6) 02 67,200 46,800 ----- ----- 38,500
Vice President and 01 52,000 49,700 ----- ----- -----
General Manager of 00 52,000 54,000 ----- ----- -----
Consumer Affairs

(1) The unreimbursed incremental cost to the Company of providing perquisites
and other personal benefits during 2002 did not exceed, as to any named
officer, the lesser of $50,000 or 10% of the total 2002 salary and bonus
paid to such named officer and, accordingly, is omitted from the table.
These benefits included amounts allocated for personal use of a
company-owned automobile provided to Mr. Rex.

(2) Immediately following the tragic events of September 11, 2001, William J.
Rex took a 20% pay cut which was reinstated in April 2002. The rest of the
officers took 10% pay cuts which were reinstated in December 2001.

(3) For 2000, William J. Rex earned a bonus of $491,000 of which he was paid
$486,000 leaving $5,000 in the accrued bonus account. Mr. Rex used $384,000
of accrued bonus from 1999 to repay a loan, with interest, the Company made
to him in 1998 to exercise options granted to him under the Company's Stock
Option Program. The remaining $27,000 of the $411,000 accrued bonus from
1999 was paid to Mr. Rex in 2000. All combined, Mr. Rex was paid $513,000
in cash for 1999 and 2000 bonuses in 2000, while he used another $384,000
to repay the loan with interest.

(4) Mr. Bourne resigned from the Company in April 2003.

(5) Mr. Hannay retired from the Company in August 2002.

(6) Mr. James C. Rex is the brother of Mr. William J. Rex.

Employment Agreement

On July 5, 2001, the Company renewed for five years (expires July 31, 2006)
an employment agreement with William J. Rex. The employment agreement provides
for an annual salary of $250,000 plus a bonus determined monthly equal to 10% of
income before bonus and taxes. There are no change of control arrangements in
the employment agreement.

Compensation Committee Interlocks and Insider Participation

None of the Company's executive officers has served or currently serves as
a director on a board or on a compensation committee of any other entity that
had officers who served on the Company's board of directors.

Option Grants and Exercises

The Company has no option or similar plan or any outstanding options. There
were no options granted or exercised during the year ended December 31, 2002.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act requires the Company's directors,
executive officers, and the persons who beneficially own ten percent or more of
the Company's common stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Based solely on the
Company's review of the reports filed with the Securities and Exchange
Commission by its directors, executive officers, and the persons who
beneficially own more than ten percent of its common stock, the Company believe
that these persons have complied with all applicable filing requirements during
the year ended December 31, 2002; except for Mr. James Rex who did not file his
Form 3 and J. Michael Bourne who did not file a Form 4 as a consequence of his
acquisition of 6,000 shares from the Company in January 2002 (12,000 shares
after giving effect to the Company's 2-for-1 stock split effected in July 2002).

The Company has begun a review of the Section 16(a) reports filed on behalf
of its executive officers and directors to determine whether all of their
reportable transactions in the registrant's common stock were timely reported
and to ensure proper reporting of all of their beneficial holdings. This review
is ongoing and has not been completed as of this date. However, based on the
results of this review to date, the Company believes that the following did not
file their Form 3's as a consequence of becoming a director of the Company: Mr.
Robert A Lopez, Mr. Frank A. Visco, and Dr. Dennis K. Ostrom, and that J.
Michael Bourne did not file a Form 3 as consequence of becoming an executive
officer of the Company. The Company believes that at the time that their
respective Form 3's were required to be filed, during the period from that time
to date, and at this date, Rexhall's directors did not beneficially own any of
the Company's common stock. Based on ownership of Rexhall's shares shown on the
records of the Company's transfer agent, the Company believes that J. Michael
Bourne owns 12,000 shares of the Company's common stock at April 30, 2003. Mr.
Bourne informed the Company that he transferred 6,000 of the 12,000 shares Mr.
Bourne acquired from the Company in January 2002 (after giving effect to the
Company's 2-for-1 stock split of July 2002), to his stockbroker in January 2003.

Certain Relationships and Related Transactions

In December 2000, the Company and Mr. William J. Rex, its President and
Chief Executive Officer, purchased a partially completed building on 1.7 acres
in Acton, California for $401,000. The Company and Mr. Rex each contributed 50%
of the purchase price and will share equally in the final construction of the
building on the property. The Company plans on using its half of the land and
building as an off-site prototype shop, while Mr. Rex intends to use his half
for personal endeavors outside the Company's scope of business. The Company paid
$151,000 on behalf of Mr. Rex in exchange for a $151,000 note receivable. The
note is secured by the executive's interest in the property. The note bears
interest at a rate as defined by Regulation 1.1274-4 of Internal Revenue Code of
1986, (4.92% at December 31, 2002). The largest amount owing to the Company on
this loan during 2002 was $151,000 and at March 31, 2003, $151,000 was owing on
this loan.

AUDIT COMMITTEE REPORT

To the Board of Directors of Rexhall Industries, Inc.:

The Audit Committee of the Board is responsible for providing independent,
objective oversight of the Company's accounting functions and internal controls.
The Audit Committee is composed of three directors, named below, each of whom is
independent as defined by the market place rules of the Nasdaq Stock Market. The
Audit Committee operates under a written charter approved by the Board of
Directors. A copy of the Audit Committee Charter is attached hereto as Appendix
A.

The management is responsible for the Company's internal controls and
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted auditing standards and to issue
a report thereon. The audit Committee's responsibility is to monitor and oversee
these processes.

In connection with these responsibilities, the Audit Committee met with
management and the independent accountants to review and discuss the December
31, 2002 financial statements. The Audit Committee also discussed with the
independent accountants the matters required by the Statement on Auditing
Standards No. 61 (Communication with Audit Committees). The Audit Committee also
received written disclosures from the independent accountants required by
Independence Standards Board Standard No. 1 (Independence Discussion with Audit
Committees), and the Audit Committee discussed with the independent accountants,
that firm's independence.

Based upon the Audit Committee's discussions with management and the
independent accountants, and the Audit Committee's review of the representations
of management and the independent accountants, the Audit Committee recommended
that the Board of Directors include the audited consolidated financial
statements in the Company's Annual Report on Form 10-K for the year ended
December 31, 2002 for filing with the Securities and Exchange Commission.

The foregoing Audit Committee report is not soliciting material, is not
deemed filed with the SEC, and is not to be incorporated by reference in any
filing of the Company under the Securities Act of 1933, or under the Securities
and Exchange Act of 1934, whether made before or after the date hereof and
irrespective of any general incorporation language in any such filing.

/s/Robert A. Lopez /s/Dennis Ostrom /s/ Frank Visco
Chairman Secretary Board Member

COMPENSATION COMMITTEE REPORT

Executive officers are compensated based on the following factors as
determined by the Board of Directors: (1) the financial result of the Company
during the prior year or sales commission; (2) compensation paid to executive
officers in prior years; (3) extraordinary performance during the year; and (4)
compensation of executive officers employed by competitors.

Based upon the criteria, the Compensation Committee reviewed the employment
contract of William J. Rex and found no reason or justification to seek to alter
or change the said agreement. The pertinent facts of the employment agreement
with William J. Rex are as follows: On July 5, 2001, the Company renewed for 5
years (expires July 31, 2006) an employment agreement with William J. Rex. The
employment agreement provides for an annual salary of $250,000 plus a bonus
determined monthly equal to 10% of income before bonus and taxes.

Based upon the above criteria, the Compensation Committee reviewed the
compensation for James C. Rex, VP and General Manager of Consumer Affairs. The
Compensation Committee found James C. Rex's compensation to be reasonable in
light of the set criteria.

Mr. William J. Rex does not participate in the determination of his own
compensation.

The Committee believes that the executive compensation programs and
practices described above are conservative and fair to shareholders. The
Committee further believes that these programs and practices serve the best
interests of Rexhall and its shareholders.

Respectfully submitted,

/s/William J. Rex /s/Robert A. Lopez /s/Frank A. Visco
Chairman Board Member Board Member

COMPARATIVE SHARE PERFORMANCE

The graph below compares the cumulative total shareholder return on the
Common Shares of Rexhall for the last five fiscal years with the cumulative
total return on the Standard & Poor's (S&P) 500 Index over the same period
(assuming the investment of $100 in Rexhall's Common Shares, the S & P 500 Index
and the below mentioned Peer Group Index on December 31, 1998 and assumes
dividends are reinvested). Measurement points are at the last trading day of the
fiscal years ended December 1998, 1999, 2000, 2001 and 2002.

REXHALL INDUSTRIES, INC.
Share Price Performance

INDEXED TOTAL RETURN - BASE 100

BASE YEAR = 100: 12/31/98

Company Name 12/98 12/99 12/00 12/01 12/02

REXHALL INDUSTRIES, INC. 100.00% 113.75% 69.23% 83.68% 81.59%
S&P 500 100.00% 119.53% 107.41% 93.40% 71.57%
Peer Group Index
Coachmen Industries 100.00% 58.27% 41.24% 48.00% 64.10%
Monaco Coach 100.00% 144.65% 100.08% 185.65% 140.49%
Fleetwood Enterprises 100.00% 60.75% 32.53% 35.61% 24.67%
National RV Holdings 100.00% 74.76% 44.89% 38.06% 23.22%
Thor Industries, Inc. 100.00% 119.67% 77.95% 146.63% 272.88%

(Graph not available)

PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

KPMG LLP ("KPMG") was the Company's auditors since 1998. On December 30,
2002, the Audit Committee of the Company dismissed KPMG as the Company's
independent auditors. The decision to dismiss KPMG was recommended by the Audit
Committee and unanimously approved by the Company's Board of Directors.

KPMG's report on the Company's financial statements for the years ended
December 31, 2000 and December 31, 2001 did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.

Except as described below, during the years ended December 31, 2000 and
December 31, 2001 and the subsequent interim periods preceding the date of
dismissal, there were no disagreements (as defined in Item 304(a) (1) (iv) of
Securities and Exchange Commission Regulation S-K).

During the subsequent interim periods preceding the date of dismissal, the
Company concluded that an incorrect number was recorded for its raw material
inventory during the first quarter of 2002, and it would need to restate the
financial information in its Form 10-Q for the first quarter. Initially, the
Company and KPMG disagreed on the scope and timing of the independent
investigation related to this error, which commenced in August of 2002.
Ultimately, this disagreement was resolved with both the second quarter and
restated first quarter 10-Q's being filed after the independent investigation
was completed in late September, which identified no further changes were needed
to the first quarter's financial statements other than what had been originally
identified by management.

Except as described below, during the years ended December 31, 2000 and
December 31, 2001 and the subsequent interim periods preceding the date of
dismissal, there were no reportable events (as defined in Item 304(a) (1) (v) of
Securities and Exchange Commission Regulation S-K).

During the subsequent interim periods preceding the date of dismissal, KPMG
proposed a significant increase in audit scope for the year-end audit of 2002.
KPMG communicated to the Audit Committee of the Board of Directors that various
factors contributed to the increase, including their belief that there was both
a reduction in the number of personnel in the accounting and financial reporting
departments, and a reduction in the level of experience of personnel with
accounting and reporting responsibilities, and their belief that they would be
unable to rely upon internal controls related to information technology systems
and inventory.

KPMG also proposed a very significant increase in the billing rates it had
used in the past for the Company, which led to the Company's Audit Committee to
solicit bids for the upcoming 2002 yearend audit.

On March 5, 2003, the Company engaged the independent accounting firm of
Beckman Kirkland & Whitney to serve as its new independent public accountants.
The decision to engage Beckman Kirkland & Whitney was recommended by the
Company's Audit Committee and unanimously approved by the Company's Board of
Directors.

During the years ended December 31, 2000 and December 31, 2001 and the
subsequent interim periods, the Company did not consult with Beckman Kirkland &
Whitney regarding either (i) the application of accounting principles to a
specified transaction or the type of audit opinion that might be rendered on the
Company's financial statements or (ii) any matter that was either the subject of
a disagreement (as defined in Item 304(a) (l) (iv) of Regulation S-K) or a
reportable event (as defined in Item 304(a) (l) (v) of Regulation S-K).

As the Company announced in its press release dated March 7, 2003, the
Company's Audit Committee has given consideration to the information provided by
KPMG with respect to their proposed increase in fees. The Audit Committee has
shared this information with its new independent public accountants, Beckman
Kirkland & Whitney, and has requested the firm perform additional tests and
procedures as part of its audit for the year ended December 31, 2002 and to
report to the Audit Committee with respect to the internal controls of the
Company relating to information technology systems and inventory.

Although not required by California law, the Company seeks shareholder
ratification of the appointment of the Company's auditors at each annual
meeting. In the event the necessary vote is not obtained, the matters will be
returned to the Board of Directors and Audit Committee for consideration of
alternatives. Even if the appointment is ratified, the Board in its discretion
may direct the appointment of a different independent accounting firm anytime
during the year if the Board determines that such a change would be in the best
interests of the Company and its shareholders.

Representatives of Beckman Kirkland & Whitney are expected to be present at
the Annual Meeting, with opportunity to make a statement if they so desire, and
to be available to respond to appropriate shareholder questions.

Vote Required

The affirmative vote of a majority of the votes cast is required for
approval of this proposal. In the event ratification by the stockholders of the
appointment of Beckman Kirkland & Whitney as the Company's independent public
accountants is not obtained, the Board of Directors will reconsider such
appointment. The Board of Directors recommends a vote for the ratification of
the appointment of Beckman Kirkland & Whitney as the Company's independent
accountants for the year ending December 31, 2003.

Audit Fees: The aggregate fees billed Beckman Kirkland & Whitney and KPMG for
professional services rendered for the audit of the Company's annual financial
statements for the fiscal year ended December 31, 2002 and the reviews of the
financial statements included in the Company's Forms 10-Q for that fiscal year
were $116,517.00.

Financial Information Systems Design and Implementation and All Other Fees:
Neither Beckman Kirkland & Whitney nor KPMG billed the Company for professional
services rendered to the Company for the year ended December 31, 2002 in
connection with the operation, supervision or management of the Company's
information systems or local area network, or for the design or implementation
of a hardware or software system for aggregating source data underlying the
Company's financial statements or generating information that is significant to
such statements.

All Other Fees

The aggregate fees billed by KPMG for all other professional services
during 2002 were $225,704.00, which related to Q1 and Q2 filing and analysis of
physical inventory, 8KA and tax related accounting assistance. The aggregate
fees billed by Beckman Kirkland & Whitney for all other professional services
during 2002 were $31,022.00 which related to tax related accounting assistance,
Tax Returns; Federal, California and Arizona and COGS/Inventory analysis.

The Audit Committee has determined that the fees for services rendered by
Beckman Kirkland & Whitney were compatible with maintaining Beckman Kirkland &
Whitney independence from the Company.

SHAREHOLDER PROPOSALS

Shareholders are hereby notified that if they wish a proposal to be
included in the Company's Proxy Statement and form of proxy relating to the 2004
annual meeting of shareholders, they must deliver a written copy of their
proposal no later than January 19, 2004. Proposals must comply with the proxy
rules relating to shareholder proposals, in particular Rule 14a-8 under the
Securities Exchange Act of 1934 (the "Exchange Act"), in order to be included in
the Company's proxy materials. Shareholders who wish to submit a proposal for
consideration at the Company's 2004 annual meeting of shareholders, but who do
not wish to submit the proposal for inclusion in the Company's proxy statement
pursuant to Rule 14a-8 under the Exchange Act, must deliver a written copy of
their proposal no later than April 4, 2004. In either case, proposals should be
delivered to Rexhall Industries, Inc., 46147 7th Street West, Lancaster, CA
93534 to the attention of Mrs. Cheryl Rex, Corporate Secretary. To avoid
controversy and establish timely receipt by the Company, it is suggested that
stockholders send their proposals by certified mail return receipt requested.

OTHER BUSINESS

The Board of Directors knows of no other matter to be acted upon at the
meeting. However, if any other matter shall properly come before the meeting,
the proxy holders named in the proxy accompanying this statement will have
discretionary authority to vote all proxies in accordance with their best
judgment.

By order of the Board of Directors
REXHALL INDUSTRIES, INC.

/S/ Cheryl L. Rex
Cheryl L. Rex,
Corporate Secretary

DATED: May 19, 2003
Lancaster, California

Appendix A-5
APPENDIX A

"ATTACHMENT 1"

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER

I. PURPOSE

The primary function of the Audit Committee (the "Committee") is to assist
the Board of Directors in fulfilling its oversight responsibilities by
reviewing: the financial reports and other financial information provided by
Rexhall Industries, Inc. (the "Corporation") to any governmental body or the
public; the Corporation's systems of internal controls regarding finance,
accounting, legal compliance and ethics that management and the Board have
established; and the Corporation's auditing, accounting and financial reporting
processes generally. Consistent with this function, the Audit Committee should
encourage continuous improvement of, and should foster adherence to, the
corporation's policies, procedures and practices at all levels.

Primary Duties:

The Audit Committee's primary duties and responsibilities are to:

1. Serve as an independent and objective party to monitor the Corporation's
financial reporting process and internal control system.

2. Review and appraise the audit efforts of the Corporation's independent
accountants and the Controller, who serves as the internal auditor.

3. Provide an open avenue of communication among the independent accountants,
financial and senior management, the Controller and the Board of Directors.

The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors, (as
defined by Rule 4200 (a)(15) of the National Association of Securities Dealers
listing standards, as applicable and as may be modified or supplemented) and
free from any relationship that, in the opinion of the Board, would interfere
with the exercise of his or her independent judgment as a member of the
Committee. All members of the Committee shall have past or present employment
experience in finance or accounting, professional certification in accounting,
or any other comparable experience of background which results in an
individual's financial sophistication. Committee members may enhance their
familiarity with finance and accounting by participating in educational programs
conducted by the Corporation or an outside consultant.

Appendix A-1

The members of the committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.

III. MEETINGS

The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. As part of its job to foster open communication, the
Committee should meet separately (at least annually) with management, the
Controller, and the independent accountants to discuss any matters that the
Committee or each of these groups believe should be discussed privately. In
addition, the Committee or at least its Chair should meet with the independent
accountants and management quarterly to review the Corporation's financials
consistent with the sixth item under "Documents/Reports Review" in Article IV
(below).

IV. RESPONSIBILITES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review:

1. Review and update this Charter periodically, at least annually, as
conditions dictate.

2. Review with the independent accountants and the Controller the coordination
of auditing efforts to ensure completion of coverage, reduction of
redundancy and the effective use of resources.

3. Review with the independent accountants and the Controller any difficulties
encountered during the course of the audit, including any access
restrictions to required information.

4. Review the Corporation's annual financial statements and any reports or
other financial information submitted to any governmental body, or the
public, including any certification, report, opinion, or review rendered by
the independent accountants.

5. Review the regular internal reports to management prepared by the
Controller and management's response.

6. Review with financial management and the independent accountants the 10-Q
prior to its filing or prior to the release of earnings. The Chair of the
Committee may represent the entire Committee for purposes of this review.

Appendix A-2

Independent Accountants:

1. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve the
fees and other compensation to be paid to the independent accountants. On
an annual basis, the Committee should review and discuss with the
accountants all significant relationships the accountants have with the
Corporation to determine the accountants' independence.

2. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.

3. Periodically consult with the independent accountants out of the presence
of management about internal controls and the fullness and accuracy of the
Corporation's financial statements.

Financial Reporting Processes:

1. Review the internal audit function of the Corporation, including the
independence and authority of its reporting obligations, the proposed audit
plans for the coming year and the coordination of such plans with the
independent accountants.

2. In consultation with the independent accountants and the internal auditors,
review the integrity of the Corporation's financial reporting processes,
both internal and external, including computerized information system
controls and security.

3. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principals as applied in
its financial reporting.

4. Discuss with the independent accountants, the Chief Financial Officer, and
the Controller their qualitative judgments about the appropriateness, not
just the acceptability of financial disclosure practices used by the
Corporation, such as the degree of aggressiveness or conservatism of the
Corporation's accounting principles and underlying estimates.

5. Consider and approve, if appropriate, major changes to the Corporation's
auditing and accounting principles and practices as suggested by the
independent accountants, management, or the Controller.

6. Report in the Corporation's proxy statement whether:

(a) the Committee has reviewed and discussed the audited financial
statements with management;

(b) the Committee has discussed with the independent accountants matters
required to be discussed by Statements on Auditing Standards 61, as
may be modified or supplemented;

Appendix A-3

(c) the Committee has received the written disclosures and the letter from
the independent accountants required by Independence Standards Board
Standard No. 1, as may be modified or supplemented, and has discussed
with the independent accountants their independence; and

(d) based on the review and discussions referred to in paragraphs (a) -
(c), the Committee recommended to the Board of Directors that the
audited financial statements be included in the Corporation's Annual
Report on Form 10-K for the latest fiscal year.

Process Improvement:

1. Establish regular and separate systems of reporting to the Committee by
each of management, the independent accountants and the Controller
regarding any significant judgments made in management's preparation of the
financial statements and the view of each as to appropriateness of such
judgments.

2. Following completion of the annual audit, review separately with each of
management, the independent accountants, and the Controller any significant
difficulties encountered during the course of the audit, including any
restrictions on the scope of work or access to required information.

3. Review any significant disagreement among management and the independent
accountants or the Controller in connection with the preparation of the
financial statements.

4. Review with the independent accountants, the Controller and management the
extent to which changes or improvements in financial or accounting
practices, as approved by the Committee, have been implemented (This review
should be conducted at an appropriate time subsequent to implementation of
changes or improvements, as decided by the Committee.)

5. Inquire of management, the independent accountants, and the Controller
about significant risks of exposure and assess the steps taken by
management and/or legal counsel to minimize such risk. Advise management to
consult further with legal counsel, if necessary.

Ethical and Legal Compliance:

1. Ensure that management has the proper review system in place to ensure that
Corporation's financial statements, reports and other financial information
disseminated to governmental organizations and the public satisfy legal
requirements.

2. Review activities, organizational structure, and qualifications of the
controller and his or her staff, including whether he or she is the
appropriate person to be in charge of the Corporation's internal auditing
functions, and whether he or she has adequate staffing and other support
necessary to adequately perform the internal auditing functions.

Appendix A-4

3. Review, with the Corporation's counsel, legal compliance matters including
corporate securities trading policies.

4. Review, with the Corporation's counsel, any legal matter that could have
significant impact on the Corporations financial statements.

5. Perform any other activities consistent with this Charter, the
Corporation's By-Laws and governing law, as the Committee or the Board
deems necessary or appropriate.

6. Conduct or authorize investigations into any matters within the Committee's
scope of responsibilities. The Committee shall be authorized to retain
independent counsel and other professionals to assist in the conduct of any
investigation.

Appendix A-5

PROXY CARD

REXHALL INDUSTRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
June 17, 2003

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

The undersigned hereby designates WILLIAM J. REX, and CHERYL L. REX, or either
of them, and hereby authorizes each of them to represent and vote as designated
below, all of the common shares of Rexhall Industries, Inc. held of record by
the undersigned on April 25, 2003, at the Annual Shareholders meeting of the
Corporation to be held at the Corporate Offices, 46147 7th Street West,
Lancaster, California 93534 on June 17, 2003 at 11:00AM PDT, and any adjournment
thereof, as directed herein, or in the absence of direction and as to any other
matters which may come before the meeting, in the discretion of said proxies as
follows:

1. FOR |_| AGAINST |_| ABSTAIN |_|

The election as directors of the Company of the four (4) persons listed
below, as a group. (The Board of Directors recommends a vote FOR each
director listed in Item 1.)

William J. Rex Robert A. Lopez Frank A. Visco Dr. Dennis K. Ostrom

(You may withhold authority to vote for any nominee by
lining through or otherwise striking his name)

2. FOR |_| AGAINST |_| ABSTAIN |_|

To ratify the appointment of Beckman Kirkland & Whitney as the independent
auditors for the year ending December 31, 2003.

(The Board of Directors recommends a vote FOR the ratification of Beckman
Kirkland & Whitney in Item 2.)

3. In their discretion, the Proxies are each authorized to vote upon such other
business as may properly come before the meeting.

Proxies signed and returned without checking any boxes will be effective as
votes FOR approval.

Please sign exactly as your name appears on your certificates, with all persons
signing on jointly held certificates. A proxy executed by a corporation should
be signed in its name by an authorized officer.

Dated:____________________________, 2003

Signature of Shareholder

Please sign exactly as the name or names appear at right.

REXHALL INDUSTRIES, INC.
46147 7th Street West
Lancaster, CA 93534
(661) 726-0565
Fax : (661) 726-5813

May 16, 2003

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

Re: Rexhall Industries, Inc.

Dear Sirs:

On behalf of Rexhall Industries, Inc. (the Company), enclosed herewith is the
definitive copies of the Company's Proxy Statement and form of Proxy in the form
in which such material is being furnished to shareholders of the Company.

In accordance with Rule 14a-6(d), please be advised that such material is being
released (i.e. mailed) to shareholders beginning on May 19, 2003.

Very truly yours,

REXHALL INDUSTRIES, INC.

by: /s/ Cheryl L. Rex
Cheryl L. Rex
Corporate Secretary