National RV Holdings Inc – ‘CORRESP’ from 10/27/05

On:  Thursday, 10/27/05, at 5:37pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  8/22/06   ·   Accession #:  932799-5-355

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Delayed-Release Comment-Response or Other Letter to the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: CORRESP     Comment-Response or Other Letter to the SEC            2±    10K 


October 28, 2005                                                                

Via Edgarlink and Federal Express                                               

Division of Corporation Finance                                                 
Mail Stop 0305                                                                  
Securities and Exchange Commission                                              
Washington, DC 20549                                                            
Attention:        Ms. Effie Simpson                                             
Mr. Bob Benton                              

Re:      National RV Holdings, Inc.                                             
Form 8-K filed on October 20, 2005                            
File No. 1-12085                                              

Dear Ladies and Gentlemen:                                                      

On behalf of  National  R.V.  Holdings,  Inc.  (the  "Company"),  we are  hereby
submitting  this letter in response to your letter  dated  October 25, 2005 (the
"Staff Letter"), regarding the above-captioned filing. The comments contained in
the Staff Letter are  reproduced  in bold and italics  below and the response to
each comment follows.                                                           

Changes in Registrant's Certifying Accountants                                  

1.   Please  file an amended  Form 8-K upon the  completion  by PwC of  services
     relating  to the filing by the  Company of its Forms 10-Q for the  quarters
ended March 31, 2005 and June 30, 2005.                               

The Company filed an amended Form 8-K on October 26, 2005  disclosing that PwC's
dismissal  became  effective as of such date upon the  completion  by PwC of its
services  relating to the filing of the  Company's  Forms 10-Q for the  quarters
ended March 31, 2005 and June 30, 2005.                                         

Exhibit 16                                                                      

2.   Please  file a current  letter  from  your  former  accountant,  indicating
  whether or not they agree with your disclosures in the amended Form 8-K.

The amended Form 8-K filed on October 26, 2005  contained as an exhibit a letter
from PwC indicating whether they agreed with the disclosures in the amended Form
8-K.                                                                            

Other                                                                           

3.   We urge all persons who are  responsible  for the  accuracy and adequacy of
     the disclosure in the filings reviewed by the staff to be certain that they
     have provided all information investors require.  Since the company and its
     management  are  in  possession  of  all  facts  relating  to  a  company's
     disclosure,  they are  responsible  for the  accuracy  and  adequacy of the
disclosures they are made.                                            

In connection with the foregoing,  the Company acknowledged and confirms for the
Staff the following:                                                            

     (i)  the  Company is  responsible  for the  adequacy  and  accuracy  of the
disclosure in its filings;                                  

     (ii) staff  comments or changes to disclosure in response to staff comments
          in the filings  reviewed by the staff do not foreclose the  Securities
          and  Exchange  Commission  from taking any action with  respect to the
filing; and                                                 

     (iii) the  Company  may not  assert  staff  comments  as a  defense  in any
          proceeding  initiated by the Securities and Exchange Commission or any
  person under the federal securities laws of the United States.

Should you have any  questions  regarding  our  responses,  please  feel free to
contact the undersigned or our outside  counsel,  Stephen Davis or Peter DiIorio
of Heller Ehrman at 212-832-8300.                                               

Sincerely,                                                                      

/s/ BRADLEY C. ALBRECHTSEN                                                      
Bradley C. Albrechtsen                                                          
Chief Executive Officer and President                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘CORRESP’ Filing		Date		Other Filings
Release Delayed to:		8/22/06		4,  UPLOAD
		10/28/05
Filed on:		10/27/05
		10/26/05		10-Q,  8-K/A
		10/25/05		UPLOAD
		10/20/05		8-K
		6/30/05		10-Q,  10-Q/A,  NT 10-Q
		3/31/05		10-Q,  10-Q/A,  8-K
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