SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended                      May 29, 2004
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to _____________________ Commission file number   1-6403

WINNEBAGO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
IOWA		42-0802678
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
P. O. Box 152, Forest City, Iowa		50436
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (641) 585-3535

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     X      No          .

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes     X      No          .

There were 33,666,978 shares of $.50 par value common stock outstanding on July 1, 2004.

WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES

INDEX TO REPORT ON FORM 10-Q

				Page Number
PART I.		FINANCIAL INFORMATION:
Item 1.		Unaudited Consolidated Balance Sheets		1 – 2
		Unaudited Consolidated Statements of Income		3
		Unaudited Condensed Consolidated Statements of Cash Flows		4
		Unaudited Condensed Notes to Condensed Consolidated Financial Statements		5 – 11
Item 2.		Management’s Discussion and Analysis of Financial Condition		12 – 17
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		17
Item 4.		Controls and Procedures		18
		Independent Registered Public Accounting Firm’s Report		19
PART II		OTHER INFORMATION		20 – 23
Item 1.		Legal Proceedings		20
Item 2.		Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities		21
Item 6.		Exhibits and Reports on Form 8-K		21

Part I   Financial Information
Item 1.

WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS

Dollars in thousands, except par value
ASSETS			May 29, 2004			August 30, 2003
CURRENT ASSETS
Cash and cash equivalents			$	95,521		$	99,381
Receivables, less allowance for doubtful
accounts ($138 and $134, respectively)				26,792			30,885
Inventories				127,273			114,282
Prepaid expenses and other assets				4,549			4,816
Deferred income taxes				10,066			7,925
Total current assets				264,201			257,289
PROPERTY AND EQUIPMENT, at cost
Land				1,000			999
Buildings				56,608			55,158
Machinery and equipment				99,297			94,208
Transportation equipment				9,276			9,218
				166,181			159,583
Less accumulated depreciation				102,537			96,265
Total property and equipment, net				63,644			63,318
DEFERRED INCOME TAXES				25,833			22,491
INVESTMENT IN LIFE INSURANCE				22,706			22,794
OTHER ASSETS				12,484			11,570
TOTAL ASSETS			$	388,868		$	377,462

See Unaudited Condensed Notes to Consolidated Financial Statements.

WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS

Dollars in thousands, except par value
LIABILITIES AND STOCKHOLDERS’ EQUITY			May 29, 2004			August 30, 2003
CURRENT LIABILITIES
Accounts payable, trade			$	48,483		$	52,239
Income tax payable				6,289			—
Accrued expenses
Accrued compensation				18,781			15,749
Product warranties				12,975			9,755
Promotional				15,002			4,599
Insurance				5,791			5,087
Other				6,186			4,969
Total current liabilities				113,507			92,398
POSTRETIREMENT HEALTH CARE AND DEFERRED
COMPENSATION BENEFITS				85,717			74,438
STOCKHOLDERS’ EQUITY
Capital stock, common, par value $.50; authorized
60,000,000 shares: issued 51,776,000 shares				25,888			25,888
Additional paid-in capital				14,514			13,025
Reinvested earnings				377,473			331,039
				417,875			369,952
Less treasury stock, at cost				228,231			159,326
Total stockholders’ equity				189,644			210,626
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	388,868		$	377,462

See Unaudited Condensed Notes to Consolidated Financial Statements.

WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

In thousands, except per share data
			Thirteen Weeks Ended						Thirty-Nine Weeks Ended
			May 29, 2004			May 31, 2003			May 29, 2004			May 31, 2003
Net revenues			$	310,186		$	200,211		$	831,152		$	619,516
Cost of goods sold				264,167			177,065			710,639			534,930
Gross profit				46,019			23,146			120,513			84,586
Operating expenses
Selling				4,756			4,652			13,778			13,407
General and administrative				13,187			4,251			24,964			12,287
Total operating expenses				17,943			8,903			38,742			25,694
Operating income				28,076			14,243			81,771			58,892
Financial income				366			306			952			1,001
Income before income taxes				28,442			14,549			82,723			59,893
Provision for taxes				10,738			5,554			31,072			23,129
Income from continuing operations				17,704			8,995			51,651			36,764
Income from discontinued operations (net of taxes)				—			334			—			1,152
Net income			$	17,704		$	9,329		$	51,651		$	37,916
Income per share – basic (Note 11)
From continuing operations			$	.52		$	.25		$	1.50		$	.99
From discontinued operations				—			.01			—			.03
Net income			$	.52		$	.26		$	1.50		$	1.02
Income per share – diluted (Note 11)
From continuing operations			$	.51		$	.24		$	1.48		$	.97
From discontinued operations				—			.01			—			.03
Net income			$	.51		$	.25		$	1.48		$	1.00
Weighted average shares of common stock
outstanding
Basic				33,963			36,514			34,396			37,172
Diluted				34,525			37,098			34,972			37,850

On January 14, 2004, the Company’s Board of Directors declared a two-for-one stock split effected in the form of a 100% stock dividend on March 5, 2004 to shareholders of record as of February 20, 2004. All share and per share amounts have been restated to give retroactive effect to the stock split.

See Unaudited Condensed Notes to Consolidated Financial Statements.

WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars in thousands
			Thirty-Nine Weeks Ended
			May 29, 2004			May 31, 2003
Cash flows from operating activities
Net income			$	51,651		$	37,916
Income from discontinued operations				—			(1,152	)
Income from continuing operations				51,651			36,764
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and amortization				7,173			6,395
Tax benefit of stock options				2,328			955
Other				617			325
Change in assets and liabilities
Decrease in receivable and other assets				2,843			3,994
Increase in inventories				(12,991	)		(1,430	)
Increase in deferred income taxes				(5,483	)		(2,502	)
Increase in accounts payable and accrued expenses				14,820			8,265
Increase (decrease) in income taxes payable				7,714			(1,783	)
Increase in postretirement benefits				10,222			3,680
Net cash provided by continuing operations				78,894			54,663
Net cash provided by discontinued operations				—			234
Net cash provided by operating activities				78,894			54,897
Cash flows (used in) provided by investing activities
Purchases of property and equipment				(7,656	)		(21,539	)
Other				(137	)		(1,534	)
Net cash used in continuing operations				(7,793	)		(23,073	)
Net cash provided by discontinued operations				—			38,423
Net cash (used in) provided by investing activities				(7,793	)		15,350
Cash flows used in financing activities and capital transactions
Payments for purchase of common stock				(74,268	)		(20,221	)
Payment of cash dividends				(5,217	)		(1,887	)
Proceeds from issuance of common and treasury stock				4,524			2,383
Net cash used in financing activities and
capital transactions				(74,961	)		(19,725	)
Net (decrease) increase in cash and cash equivalents				(3,860	)		50,522
Cash and cash equivalents – beginning of period				99,381			42,225
Cash and cash equivalents – end of period			$	95,521		$	92,747

See Unaudited Condensed Notes to Consolidated Financial Statements.

WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

NOTE 1:   Basis of Presentation

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the consolidated financial position as of May 29, 2004, the consolidated results of operations for the 13 and 39 weeks ended May 29, 2004 and May 31, 2003 and the consolidated cash flows for the 39 weeks ended May 29, 2004 and May 31, 2003. The statement of income for the 39 weeks ended May 29, 2004, is not necessarily indicative of the results to be expected for the full year. The balance sheet data as of August 30, 2003 was derived from audited financial statements, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto appearing in the Company’s Annual Report to Shareholders for the year ended August 30, 2003.

Certain prior year balances have been reclassified to conform to the current year presentation. These reclassifications had no impact on previously reported net income or shareholders’ equity. All share and per share amounts have been restated to give retroactive effect to the stock split (See Note 9 of the Unaudited Condensed Notes to Condensed Consolidated Financial Statements).

Accounting for Stock-Based Compensation.   The Company adopted SFAS No. 123, Accounting for Stock-Based Compensation in fiscal 1997. The Company has elected to continue following the accounting guidance of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees for measurement and recognition of stock-based transactions with employees. No compensation cost has been recognized for options issued under the stock option plans because the exercise price of all options granted was not less than 100 percent of fair market value of the common stock on the date of grant. Had compensation cost for the stock options issued been determined based on the fair value at the grant date, consistent with provisions of SFAS No. 123, income and income per share for the 13 and 39 weeks ended May 29, 2004 and May 31, 2003 would have been changed to the proforma amounts indicated as follows:

			Thirteen Weeks Ended						Thirty-Nine Weeks Ended
			May 29, 2004			May 31, 2003			May 29, 2004			May 31, 2003
In thousands, except per-share amounts
Net income
Net income – as reported			$	17,704		$	9,329