<PAGE>
Filed pursuant to Rule
424(b)(3). This Prospec-
tus Supplement relates
to a Registration State-
ment on Form S-4, File
No. 33-55177
OAKWOOD HOMES CORPORATION
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 20, 1994
TO THE
PROSPECTUS DATED SEPTEMBER 1, 1994
The Prospectus dated September 1, 1994 (the "Original
Prospectus") of Oakwood Homes Corporation ("Oakwood"), relating to
Oakwood's offering of up to 699,992 shares of its Common Stock,
$.50 par value to the shareholders and optionholders of Golden West
Homes ("Golden West") pursuant to the terms of an Acquisition
Agreement dated as of August 17, 1994 (the "Acquisition Agreement")
by and among Oakwood, Golden West Homes, Golden Acquisition
Corporation, a California corporation and a wholly-owned subsidiary
of Oakwood, certain shareholders of Golden West who receive shares
of Oakwood Common Stock pursuant to the terms of the Acquisition
Agreement and First Union National Bank of North Carolina, as
Trustee, is hereby supplemented as of September 13, 1994 with the
following additional information:
On September 13, 1994, Oakwood filed with the
Securities and Exchange Commission a Registration
Statement relating to a proposed underwritten public
offering of $75,000,000 principal amount of Convertible
Subordinated Debentures due 2004 (the "Debentures"). The
Registration Statement also covers an additional
$11,250,000 principal amount of Debentures which may be
sold pursuant to the exercise of an over-allotment option
granted to the underwriters of the offering. The
proceeds of the offering of the Debentures will provide
financing for installment sale contracts and will be used
for other general corporate purposes, including potential
acquisitions and planned capital expenditures and working
capital for the expansion of Oakwood's retail sales
network and manufacturing facilities. Oakwood currently
has no such material acquisitions under consideration and has
not reached any agreement with respect to any such acquisition.
The Debentures will be offered only pursuant to an effective
registration statement and a related prospectus.
From and after the date hereof, the Original Prospectus and
this Supplement thereto shall together constitute the Prospectus.
