FEATHERLITE MFG INC
10-C, 1996-07-11
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Form 10-C

Securities and Exchange Commission
Washington, DC 20549

Report by issuer  of  securities  quoted on The  Nasdaq  Stock  MarketSM,  filed
pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934 and Rule
13a-17 or 15d-17 thereunder.


EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER:        Featherlite Mfg., Inc.

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: Highways 63 and 9, Cresco, Iowa  52136
                                       
ISSUER'S TELEPHONE NUMBER (INCLUDING AREA CODE):     (319) 547-6000


I. Change in Number of Shares Outstanding
Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:

1. Title of security        Common Stock, no par value

2. Number of shares outstanding before the change         5,955,000

3. Number of shares outstanding after the change          6,355,000
                                                 
4. Effective date of change               July 1, 1996
                            
5. Method of change     Increase in number of outstanding shares

Specify  method  (such as merger,  acquisition,  exchange,  distribution,  stock
split, reverse split, acquisition of stock for
treasury, etc.)        Acquisition

Give brief description of transaction 
400,000 shares were issued in connection with the acquisition of assets


II. Change in Name of Issuer

1. Name prior to change

2. Name after change

3. Effective date of charter amendment changing name

4. Date of shareholder approval of change, if required


July 3, 1996   /s/ Jeffery A. Mason  Jeffery A. Mason, Chief Financial Officer
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DATE                   OFFICER'S SIGNATURE AND TITLE



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