SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
National R.V. Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class and Securities)
637277104
(CUSIP Number of Class of Securities)
Michael J. Halpern
1999 Avenue of the Stars, Suite 1950
Los Angeles, CA 90067
(310) 201-7795
Copy to:
Jeanne M. Flynn
O'Melveny & Myers LLP
1999 Avenue of the Stars, 7th Floor
Los Angeles, CA 90067
(310) 553-6700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 14, 1996
(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 this
Statement: [ ]
Page 1 of 8
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13d
CUSIP No. 637277104
(1) NAME OF REPORTING PERSON
Dorchester Partners, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
(3) SEC USE ONLY _______________________________
(4) SOURCE OF FUNDS ____________________________
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ----------------------------------------------------
: (7) SOLE VOTING POWER
: -0- SHARES OF COMMON STOCK
:
: (8) SHARED VOTING POWER
Number Of Shares : 174,250 SHARES OF COMMON STOCK
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- SHARES OF COMMON STOCK
:
: (10) SHARED DISPOSITIVE POWER
: 174,250 SHARES OF COMMON STOCK
- ----------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,250 SHARES OF COMMON STOCK
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.86%
(14) TYPE OF REPORTING PERSON
PN
<PAGE>
13D
CUSIP No. 637277104
(1) NAME OF REPORTING PERSON
Dorchester Advisors, Inc.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- -------------------------------------------------
: (7) SOLE VOTING POWER
: -0- SHARES OF COMMON STOCK
:
: (8) SHARED VOTING POWER
Number Of Shares : 174,250 SHARES OF COMMON STOCK
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- SHARES OF COMMON STOCK
:
: (10) SHARED DISPOSITIVE POWER
: 174,250 SHARES OF COMMON STOCK
- --------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,250 SHARES OF COMMON STOCK
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.86%
(14) TYPE OF REPORTING PERSON
CO
<PAGE>
13D
CUSIP No. 637277104
(1) NAME OF REPORTING PERSON
Michael J. Halpern
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- ---------------------------------------------------
: (7) SOLE VOTING POWER
: -0- SHARES OF COMMON STOCK
:
: (8) SHARED VOTING POWER
Number Of Shares : 174,250 SHARES OF COMMON STOCK
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- SHARES OF COMMON STOCK
:
: (10) SHARED DISPOSITIVE POWER
: 174,250 SHARES OF COMMON STOCK
- ----------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,250 SHARES OF COMMON STOCK
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.86%
(14) TYPE OF REPORTING PERSON
IN
<PAGE>
13D
CUSIP No. 637277104
This Amendment No. 1 to Schedule 13D, filed on behalf
of Dorchester Partners, L.P., a Delaware limited partnership
("Partners"), Dorchester Advisors, Inc., a California corporation
("Advisors"), and Michael J. Halpern, an individual ("Halpern"),
hereby amends the Schedule 13D filed on May 17, 1996 as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended to supply the following
additional information:
On May 16, 1996, the Common Stock of NRVH was split
3:2. As a result, the total outstanding shares of Common Stock
changed from 3,008,039 to 4,512,059. The following table sets
forth the transactions effected by Partners since May 15, 1996.
Each of the transactions set forth below reflects a purchase or
sale effected by means of an over-the-counter trade except two
acquisitions of shares of Common Stock (as indicated by an "*")
which were effected as a result of the stock split by NRVH. The
Price Per Share excludes commissions, if any.
<PAGE>
13D
CUSIP No. 637277104
Number of
Buy Shares
or Price Per Acquired
Trade Date Sell Share or sold
05/16/96 * N/A 77,100
05/16/96 B $19.50 500
05/22/96 * N/A 250
05/22/96 B 12.375 1,000
06/05/96 B 12.625 500
06/07/96 B 12.25 1,000
06/10/96 B 12.375 1,000
01/13/96 S 13.375 5,000
06/14/96 S 13.240 37,800
06/14/96 S 13.125 12,500
06/14/96 B 13.31 2,000
06/18/96 S 12.875 8,000
______________________
*Acquired as a result of a stock split by NRVH.
As a result of these acquisitions and sales, the
Reporting Persons own 174,250 shares of Common Stock, which is
less than 5% of the outstanding shares of Common Stock.
Consequently, the Reporting Persons are no longer subject to the
reporting requirements under Section 13(d) of the Securities
Exchange Act of 1934, as amended, as a result of their ownership
of equity securities of NRVH.
<PAGE>
13D
CUSIP No. 637277104
SIGNATURE
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 18, 1996
DORCHESTER ADVISORS, INC.
By: __/s/ Michael J. Halpern__
Michael J. Halpern
President
DORCHESTER PARTNERS, L.P.
By: Dorchester Advisors, Inc.
General Partner
By: __/s/ Michael J. Halpern__
Michael J. Halpern
President
__/s/ Michael J. Halpern__
Michael J. Halpern
<PAGE>
