SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

~~Washington,~~ FORM DC8-K CURRENT ~~20549~~REPORT

FORM 8-K


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

August 26, 2004

Rexhall Industries, Inc .
(Exact name of registrant as specified in charter)

California	0-10067	95-4135907
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)


46147 7th Street West, Lancaster California 93534

(Address of principalexecutive offices) (Zip Code)

Registrant's telephonenumber, including area code: (661) 726-0565

~~CURRENT~~ ~~REPORT~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Pursuant~~ [ ] Written communications pursuant to ~~Section~~Rule 13425 under orthe 15Securities Act (d)17 ofCFR ~~the~~230.425)

~~Securities~~ [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act of(17 ~~1934~~CFR 240.14a -12)

~~Date~~ of[ ~~Report~~] Pre-commencement communications pursuant to Rule 14d-2(~~Date~~b) ofunder ~~earliest~~the ~~event~~Exchange ~~reported~~Act (17 CFR 240.14d -2(b))

~~August~~ ~~16,~~[ ~~2004~~] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

~~Rexhall~~ ~~Industries,~~Section ~~Inc.~~3--Securities and Trading Markets

~~(Exact~~ ~~name~~Item 3.01. Notice of ~~registrant~~Delisting asor ~~specified~~Failure to inSatisfy ~~charter)~~a Continued Listing Rule or Standard

California	0-10067	95-4135907
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(a) On August 26, 2004, registrant received notice from The Nasdaq Stock Market that:

~~46147~~ ~~7th~~Registrant's ~~Street~~common ~~West~~stock has not maintained a minimum market value of publicly heldshares of $5,000,000 ~~Lancaster~~as ~~California~~required ~~93534~~for continued inclusion by Nasdaq Marketplace Rule4450(a)(2);
~~(Address~~ ofIn ~~principal~~accordance ~~executive~~with ~~offices)~~Nasdaq ~~(Zip~~Marketplace ~~Code~~Rule 4450(e)(1), registrant will be provided 90calendar days, or until November 24, 2004, to regain compliance;
~~Registrant~~ If before November 24, 2004, the market value of registrant's ~~telephone~~publicly ~~number~~held shares ofcommon stock is $5,000,000 ~~including~~or ~~area~~greater for ~~code:~~ a minimum of 10 consecutive trading day(~~661~~subject to the possibility that Nasdaq could require a longer period under certaincircumstances to ensure long term compliance), ~~726-0565~~the Nasdaq staff will provide writtennotification that the registrant complies with Nasdaq Marketplace Rule 4450(a)(2); and
~~Item~~ ~~12.~~If ~~Results~~compliance ofwith ~~Operations~~Nasdaq ~~and~~Marketplace ~~Financial~~Rule 4450(a)(2) ~~Condition~~cannot be demonstrated byNovember 24, 2004, the Nasdaq staff will provide written notification that registrant'ssecurities will be delisted, at which time, the registrant may appeal the Nasdaq staffdetermination to a Listing Qualifications Panel.

On The registrant has not yet determined any action or response to take in response to the Nasdaq notice of August 1626, 2004, ~~registrant~~but could, ~~made~~depending anon ~~earnings~~the ~~release,~~circumstances existing at the ~~text~~time, ofappeal ~~which~~a isdelisting determination ~~set~~(if ~~forth~~received) inand/or ~~Exhibit~~apply ~~99.1~~to ~~attached~~transfer ~~hereto~~its common stock to the Nasdaq SmallCap Market..

The information included in this Item 12, as well as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly ~~caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~

	REXHALL INDUSTRIES, INC.(Registrant)
Date: August 17, 2004	By:	/s/ William J. Rex
		William J. RexPresident and Chief Executive Officer

caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		Rexhall Industries, Inc.
		(Registrant)


Date: August 30, 2004		By: /s/ William J. Rex

		William J. Rex,
		President and Chief Executive Officer

Filing Compare · REXHALL INDUSTRIES INC