FEATHERLITE INC
SC 13G/A, 2001-01-18
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 3)


                                Featherlite, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                   313054 10 8
                                 (CUSIP Number)



             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [   ]    Rule 13d-1(b)
         [   ]    Rule 13d-1(c)
         [ X ]    Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).







                                Page 1 of 4 Pages


<PAGE>


                                  SCHEDULE 13G
CUSIP No. 313054 10 8                                         Page 2 of 4 Pages

1    NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
     (ENTITIES ONLY)
     Conrad D. Clement
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                         (a) [ ]
                                                                         (b) [ ]

3    SEC USE ONLY

4    CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
       NUMBER OF     5    SOLE VOTING POWER
         SHARES
      BENEFICIALLY        1,630,000 (includes 30,000 shares which may be
        OWNED BY          purchased upon exercise of options.)
          EACH       6    SHARED VOTING POWER
       REPORTING          0
         PERSON      7    SOLE DISPOSITIVE POWER
          WITH            1,630,000 (Includes 30,000 shares which may
                          be purchased upon exercise of options.)
                     8    SHARED DISPOSITIVE POWER
                          0

9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      1,630,000 (Includes 30,000 shares which may be purchased upon
      exercise of options.)

10    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)                                                     [ ]

11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
      24.8%
12    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
      IN


<PAGE>


                                Page 3 of 4 Pages
Answer every item. If an item is inapplicable or the answer is in the negative,
so state.

Item 1(a)   Name of Issuer:

            Featherlite, Inc.

Item 1(b)   Address of Issuer's Principal Executive Offices:

            Highways 63 & 9
            P.O. Box 320
            Cresco, IA 52136

Item 2(a)   Name of Person Filing:

            See Cover Page Item 1

Item 2(b)   Address of Principal Business Office or, if none, residence:

            Highways 63 & 9
            P.O. Box 320
            Cresco, IA 52136

Item 2(c)   Citizenship:

            See Cover Page Item 4

Item 2(d)   Title of Class of Securities:

            Common Stock

Item 2(e)   CUSIP No.:

            See Cover Page

Item 3      Statement filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

            Not applicable

Item 4      Ownership

            See Cover Page Items 5 through 11

Item 5      Ownership of Five Percent or Less of a Class:

         If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].



<PAGE>


Item 6      Ownership of More than Five Percent on Behalf of Another Person:

            Not applicable

Item 7      Identification and Classification of the Subsidiary Which Acquired
            the Security Being Reported on by the Parent Holding Company:

            Not applicable

Item 8      Identification and Classification of Members of the Group:

            Not applicable

Item 9      Notice of Dissolution of Group:

            Not applicable

Item 10     Certifications:

            Not applicable


                                    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 as of December 31, 2000.


                                        January 16,  2001
                                        (Date)

                                        /s/ Conrad D. Clement
                                        (Signature)

                                        Conrad D. Clement
                                        (Name and title)


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