SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D/a (Amendment Number 2)
Under the Securities Exchange Act of 1934
National R.V. Holdings, Inc.
(Name of issuer)
Common Stock, $0.01 par value
(Title of class of securities)
637277104
(CUSIP number)
Donald E. Miller, Esq.
Senior Vice President
and General Counsel
The Fairchild Corporation
300 West Service Road
P.O. Box 10803
Chantilly, Virginia 22021
(Name, Address and telephone number of person
authorized to receive notices and communications)
August 18, 1994
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box .
----
Check the following box if a fee is being paid with the
statement .
------
Page 1 of 4 Pages
<PAGE>
CUSIP No. 637277104 13D/a Page 2 of 4 Pages
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
(a) RHI Holdings, Inc.
34-1545939
(b) The Fairchild Corporation
34-0728587
2. Check the appropriate box if a member of a group* (a)
---
(b)
---
3. SEC use only
4. Source of Funds*
00
5. Check box is disclosure of legal proceedings is required
pursuant to item 2(d) or 2(e)
-----
6. Citizenship or place of organization
Delaware
Number of 7. Sole Voting Power
Shares 0
Beneficially 8. Shared Voting Power
Owned by 161,914
Each 9. Sole Dispositive Power
Reporting 0
Person with 10. Shared Dispositive Power
161,914
11. Aggregate amount beneficially owned by each reporting
person
161,914
12. Check box if the aggregate amount in row (11)
excludes certain shares*
-----
13. Percent of class represented by amount in row (11)
4.6%
<PAGE>
CUSIP No. 637277104 13D/a Page 3 of 4 Pages
14. Type of reporting person
CO
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
(a) RHI currently owns 161,914 shares of National R.V.
common stock, which is 4.6% of the outstanding stock. RHI
obtained 316,914 shares as a result of a distribution of
partnership assets (see Item 3), and has sold 155,000 shares.
(c) On May 3, 1994, RHI sold 5,000 shares of National R.V.
at $9.75 per share. On May 13, 1994, RHI sold 2,000 shares at
$9.75 per share. On May 17, 1994, RHI sold 3,000 shares at $9.75
per share. On May 18, 1994, RHI sold 5,000 shares at $9.75 per
share. On May 19, 1994, RHI sold 5,000 shares at $10.50 per
share. On July 29, 1994, RHI sold 15,000 shares of National R.V.
at $9.50 per share. On August 18, 1994, RHI sold 120,000 shares
of National R.V. at $9.25 per share.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
RHI HOLDINGS, INC.
8/18/94
---------------------------
(Date)
/s/
---------------------------
Michael T. Alcox
---------------------------
Vice President and Chief
Financial Officer
<PAGE>
CUSIP No. 637277104 13D/a Page 4 of 4 Pages
THE FAIRCHILD CORPORATION
8/18/94
---------------------------
(Date)
/s/
---------------------------
Michael T. Alcox
---------------------------
Senior Vice President and
Chief Financial Officer
