OAKWOOD HOMES CORP
10-Q, 1994-08-15
MOBILE HOMES
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           SECURITIES AND EXCHANGE COMMISSION
               Washington, D. C.  20549

                      FORM 10-Q

( X ) Quarterly report pursuant to section 13 or 15(d) of the Securities 
      Exchange  Act of 1934 for the quarterly period ended June 30, 1994 or
(   ) 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         1-7444

                             OAKWOOD HOMES CORPORATION         
            (Exact name of registrant as specified in its charter)


         NORTH CAROLINA                                     56-0985879
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)


        2225 S. Holden Road (P.O. Box 7386), Greensboro, North Carolina
                    (Address of principal executive offices)

                                    27417-0386        
                                    (Zip Code)

                                  (910) 855-2400                               
             (Registrant's telephone number, including area code)

                                   Not Applicable                       
                                                                 
(Former name, former address and former fiscal year, if changed since last 
report)

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, and (2) has been subject to such filing 
requirements for the past 90 days.     
Yes    X             No _____          

Indicate the number of shares outstanding of each of the issuer's classes of 
Common Stock, as of July 31, 1994.

  Common Stock, Par Value $.50 Per Share . . . . . . . . . . 20,467,847

                             (1)


<PAGE>

           PART I.   FINANCIAL INFORMATION


            QUARTERLY REPORT ON FORM 10-Q

          CONSOLIDATED FINANCIAL STATEMENTS

         For the Quarter Ended June 30, 1994

      OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

              Greensboro, North Carolina




   The  consolidated  financial statements included herein
have   been  prepared  by  the  Company,  without  audit,
pursuant  to  the rules and regulations of the Securities
and  Exchange  Commission.    Certain  information  and
disclosures  normally  included  in  annual  financial
statements prepared in accordance with generally accepted
accounting  principles  have  been  condensed  or omitted
pursuant  to  such  rules  and  regulations, although the
Company  believes  that  the disclosures contained herein
are  adequate  to  make  the  information  presented  not
misleading.  These  consolidated  financial  statements
should  be  read  in  conjunction  with  the  financial
statements  and  the  notes  thereto  included  in  the
Company's latest annual report on Form 10-K.


                         (2)

<PAGE>

        OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

       CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>

(in thousands except per share data)
                                                     Three Months Ended
                                                           June 30,
                                                 1994                1993
<S>                                             <C>                 <C>
Revenues
 Net Sales                                      $115,313            $73,611
 Financial services income                        14,837             13,014
 Other income                                      3,436              2,626
     Total revenues                              133,586             89,251

Costs and expenses
 Cost of sales                                    80,656             50,820
 Selling, general and administrative expenses
  Non-financial services                          27,983             17,220
  Financial services                               1,735              1,713
 Provision for losses on credit sales              2,599              1,886
 Interest expense
  Non-financial services                             111                129
  Financial services                               5,828              6,290
     Total costs and expenses                    118,912             78,058
Income before income taxes                        14,674             11,193
Provision for income taxes                         5,479              4,269
Net income                                      $  9,195            $ 6,924

Earnings per share
 Primary                                        $    .43            $   .33
 Fully diluted                                  $    .43            $   .33

Dividends paid per share                        $    .02            $   .02

Average shares outstanding
 Primary                                          21,325             21,213
 Fully diluted                                    21,359             21,239

</TABLE>

                         (3)

<PAGE>

        OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

       CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>

(in thousands except per share data)
                                                     Nine Months Ended
                                                           June 30,
                                                 1994                1993
<S>                                             <C>                 <C>
Revenues
 Net Sales                                      $272,792           $170,500
 Financial services income                        44,181             36,116
 Other income                                      8,703              7,043
     Total revenues                              325,676            213,659

Costs and expenses
 Cost of sales                                   190,269            118,131
 Selling, general and administrative expenses
  Non-financial services                          69,157             41,706
  Financial services                               5,454              4,898
 Provision for losses on credit sales              6,630              4,557
 Interest expense
  Non-financial services                             313                839
  Financial services                              18,023             18,749
     Total costs and expenses                    289,846            188,880
Income before income taxes                        35,830             24,779
Provision for income taxes                        13,043              9,089
Net income                                      $ 22,787            $15,690

Earnings per share
 Primary                                        $   1.07            $   .83
 Fully diluted                                  $   1.07            $   .79

Dividends paid per share                        $    .06            $   .06

Average shares outstanding
 Primary                                          21,370             18,831
 Fully diluted                                    21,388             20,034

</TABLE>

                         (4)

<PAGE>

        OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

       CONSOLIDATED BALANCE SHEET (UNAUDITED)

<TABLE>
<CAPTION>

(in thousands except per share data)
                                                June 30,        September 30,
ASSETS                                            1994              1993
<S>                                             <C>                 <C>
Cash and cash equivalents                       $ 27,878           $ 23,904
Receivables, principally installment contracts   364,568            424,710

Inventories:
 Manufactured homes                               80,863             52,105
 Work-in-process, materials and supplies           6,154              4,288
 Land/homes under development                      1,254                697
                                                  88,271             57,090

Manufactured housing communities                   8,143              4,088
Property, plant and equipment                     38,988             27,702
Deferred income taxes                              4,077              1,564
Other assets                                      17,069             17,970
                                                $548,994           $557,028

LIABILITIES AND STOCKHOLDERS' INVESTMENT
Short-term borrowings                           $ 20,000           $ 26,800
Notes and bonds payable                          218,854            255,765
Accounts and payable and accrued liabilities      48,175             39,079
Reserve for contingent liabilities                 2,996              3,009
Other long-term obligations                        7,164              3,499

Stockholders' investment:
 Common stock, $.50 par value                     10,231             10,172
 Additional paid in capital                      144,107            143,578
 Retained earnings                                97,467             75,905
                                                 251,805            229,655

 Less: Loan to ESOP                                    0               (779)

 Total stockholders' investment                  251,805            228,876
                                                $548,994           $557,028

</TABLE>

                         (5)

<PAGE>

        OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

      CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

(in thousands)
                                                 For the Nine Months Ended
                                                          June 30,
                                                 1994                1993
<S>                                             <C>                 <C>
Operating activities:
 Net income                                    $  22,787          $  15,690
 Items not requiring (providing) cash:
  Depreciation and amortization                    3,218              2,794
  Deferred income taxes                           (2,513)            (1,147)
  Provision for losses on credit sales,
   net of actual losses                            3,114              2,094
  (Increase) in other receivables                 (4,857)              (184)
  (Increase) in inventories                      (31,181)           (15,968)
  Increase in accounts payable and accrued
   liabilities                                     9,096              9,405
  Increase in other long-term obligations          3,665                450
    Cash used by operations                        3,329             13,134
  Installment receivables issued                (232,223)          (139,030)
  Purchase of installment loan portfolio            (604)           (28,807)
  Sale of installment loans                      256,785             31,433
  Receipts on installment receivables             38,250             35,425
    Cash provided (used) by operating activities  65,537            (87,845)

Investing activities:
  Additions to property, plant and equipment     (13,867)            (4,316)
  Additions to manufactured housing communities   (4,062)               (22)
  Other                                              (65)              (950)
    Cash used by investing activities            (17,994)            (5,288)

Financing activities:
  Net borrowings (repayments) on short-term
   credit facilities                              (6,800)            31,000
  Issuance of notes and bonds payable                  0             43,036
  Payments on notes and bonds                    (36,132)           (35,720)
  Cash dividends                                  (1,225)            (1,075)
  Proceeds from exercise of stock options            588              3,449
  Proceeds from public offering of common stock        0             53,602
  Other                                                0                  4
    Cash provided (used) by financing activities (43,569)            94,296

Net increase in cash and cash equivalents          3,974              1,163
Cash and cash equivalents:
  Beginning of period                             23,904             17,200
  End of period                                 $ 27,878           $ 18,363

</TABLE>

                         (6)

<PAGE>


        OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

        Notes to Consolidated Financial Statements
                     (Unaudited)

1. The consolidated financial statements reflect all
adjustments, which included only normal recurring adjustments,
which are, in the opinion of management, necessary to present
fairly the results of operations for the periods presented. 
Results of operations for any interim period are not
necessarily indicative of results to be expected for a full
year.

2. Effective October 1, 1993, the Company adopted
prospectively Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes"  ("FAS 109"), which
requires use of an asset and liability method to account for
deferred income taxes. Prior to fiscal 1994, the Company
accounted for income taxes using the deferred method. Adoption
of FAS 109 had the effect of increasing the Company's net
deferred income tax asset by approximately $214,000 ($.01 per
share) at October 1, 1993 which has been reflected as a
reduction in the provision for income taxes for the quarter
ended December 31, 1993.

3. The Company is contingently liable as guarantor on
installment sale contracts sold to unrelated financial
institutions on a full or limited  recourse basis.  The amount
of this contingent liability was approximately $113 million at
June 30, 1994.


                            (7)

<PAGE>

                  MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                      RESULTS OF OPERATIONS

Industry developments

         In July 1994, new Department of Housing and
Urban Development ("HUD") regulations took effect
which require that manufactured homes built after July
13, 1994 be constructed to more stringent standards
than homes built prior to that date. Such regulations
relate principally to methods of construction and
installation and are designed to enhance the homes'
ability to withstand high winds. The construction and
installation standards vary depending on the area
("Zone I,II or III") into which the home is delivered,
with Zone II and Zone III standards being
significantly more stringent than the prior minimum
construction standards mandated by federal law, with
Zone III standards being somewhat more stringent than
Zone II standards. Standards for Zone I currently are
the same as existing standards; however, HUD has
stated its intention to issue new Zone I standards by
January 1, 1995. Of the Company's 145 sales centers,
approximately 10 currently deliver in more than two-
thirds of their home sales into Zones II and III, and
approximately 15 sales centers deliver a lesser
portion of their unit sales into these Zones. The
remaining 120 sales centers deliver homes only into
Zone I and are not currently affected. Approximately
15% of the Company's calendar 1993 home sales would
have been affected had the new standards been in
effect in calendar 1993.

         The Company intends to increase retail prices
to cover the costs of complying with the new
standards, including profit on those costs. The
increase in the average retail price of single-section
and multi-section homes resulting from such cost
increases is approximately 15% and 8%, respectively,
for both Zones II and III. The increase in the retail
price of multi-section homes is less than the increase
in the price of single-section homes because some new
materials required by the standards (for example,
roofing and siding materials) were standard features
of the Company's multi-section homes before enactment
of the new standards.

         HUD has also issued new thermal standards for
manufactured housing, relating principally to
insulation ratings and the use of storm windows. The
new thermal regulations, which are effective for homes
manufactured beginning October 26, 1994, vary
depending upon which of three geographic areas into
which the home is delivered. About 15% of the
Company's calendar 1993 unit sales were delivered into
the northernmost thermal zone, for which the new
standards are most stringent; approximately 75% of
calendar 1993 unit sales were delivered into the
central zone and approximately 10% were delivered into
the southernmost zone, for which the new standards
represent the least change from existing standards.
The Company intends to increase retail prices to
recover these costs and maintain its gross margins.
While the Company is 

                     (8)


<PAGE>


continuing to study the new regulations and its plan
for compliance is not yet complete, based on
information currently available, management believes
that the increase in retail prices arising from
adoption of the new thermal standards will be range
from approximately 3% in the southern region to 8% in
the northern region for single-section homes, and from
approximately 3% in the southern region to 5% in the
northern region for multi-section homes.

         The Company does not believe that the cost
increases necessitated by the new wind and thermal
standards will have a material adverse effect on the
Company's sales or gross margins.

Three months ended June 30, 1994 compared to three
months ended June 30, 1993

     The following table summarizes certain key sales
statistics for the quarters ended June 30, 1994 and 1993:
     


                                               1994        1993
Sales dollar volume (in millions)          $   115.3    $     73.6
New units sold                               3,742         2,754
Used units sold                                439           310
Average new single-section sales price     $24,100       $21,700
Average new multi-section sales price      $43,200       $38,600
Weighted average sales centers                 140           114
New unit sales per sales center                 27            24


     Total sales dollar volume increased 57%,
reflecting a 36% increase in new unit volume and increases
of 11% and 12% in the average new unit sales prices of
single-section and multi-section homes, respectively.  New
unit volume increased due to a 23% increase in the weighted
average number of sales centers open during the period and
a 13% increase in average new unit sales per sales center. 
Same store dollar sales rose 37% over last year.  The
increase in the average new unit sales price reflects price
increases required to offset rising lumber prices,
increasing sales in the Southwest  market where the average
size home sold is larger than in the Southeast market, and
higher selling prices in the Southeast due to a change in
product mix toward higher-end homes.  Sales in the
Southwest comprised 28% of total new manufactured housing
sales dollars in the third quarter of 1994 compared to 11%
last year.  The Company has been successful in recovering
increased lumber costs from its customers through higher
selling prices and does not expect fluctuating lumber
prices to have a material adverse effect on its results of
operations.

     Gross profit as a percentage of sales was 30.1% in
the current period compared to 31% in the prior year. 
Margins rose in the Southeast, principally due to
manufacturing efficiencies resulting from higher production
levels, offset by the effects of the Company's expansion
into the Southwest, where a substantial portion of homes
are sourced from third party manufacturers.  Of the total
new unit sales volume in the third quarter, 75% was
manufactured by the 

                     (9)


<PAGE>

Company compared to 82% in the third quarter last year. 
During the current period the Company operated at or near
its production capacity on a single shift basis at four of
its operating plants.  At June 30, 1994, a fifth plant
acquired in January 1993 was operating at approximately 80%
of capacity.  Production at 
the Company's new Texas facility commenced in October, 1993
and at June 30, 1994, this plant was operating at approximately
65% capacity.  During the first quarter of fiscal 1994 the
Company began construction of an additional plant in Texas
and during the third quarter  began construction of a plant
in Tennessee to further support the Company's expansion
into the Southwest and Midwest markets.  Production at
these facilities is expected to commence during the fourth
quarter of fiscal 1994.  In April 1994, the Company
purchased a third plant in Texas; production in this
existing facility should commence in the fourth quarter of
fiscal 1994 following completion of certain renovations. 
Management does not expect a significant improvement in
gross margins to be realized from the additional
manufacturing plants until at least fiscal 1995 because of
the start-up costs associated with bringing new production
capacity on line.

     Financial services income increased 14% as a
result of the increase in the outstanding serviced loan
portfolio from $480 million at June 30, 1993 to $709
million at June 30, 1994, offset slightly by a decrease in
the weighted average interest rate.  Credit sales
represented approximately 85% and 84% of the Company's
sales dollar volume in fiscal 1994 and 1993, respectively,
of which approximately 94% and 95%, respectively, was
originated by the Company's credit subsidiary.  Financial
services income for the fiscal 1994 quarter also reflects
earnings on the Company's retained interests in REMIC
securitizations consummated in July and October 1993 and in
April 1994 which were structured as sales of receivables. 
The Company's earnings on its retained interests in these
REMICs are reflected as a single amount within financial
services income, as compared to presenting interest income
on the installment sale contracts conveyed to the REMICs as
interest income, and interest expense on REMIC interests
purchased by investors as interest expense, for REMIC
securitizations structured as collateralized borrowings. 
Structuring REMIC securitizations as sales of receivables
will cause slower rates of growth in interest income and
interest expense compared to that which would occur if such
securitizations were structured as collateralized
borrowings.

     Other income increased 31%, principally due to
increased insurance commissions resulting from an
improvement in the percentage of total sales for which
physical damage coverage was written by the Company's
agency and the overall increase in sales, offset by
decreases in insurance commissions from favorable loss
experience and the continuing decline in endorsement fee
income resulting from the Company's emphasis on internal
financing of credit sales.

     Total selling, general and administrative expenses
increased 57%, from $18,933,000 (21.2% of revenues) in 1993
to $29,718,000 (22.2% of revenues) 


                      (10)


<PAGE>



in 1994 primarily as a result of higher sales volumes and
increased servicing costs associated with the increased
size of the Company's servicing portfolio. Selling, general
and administrative expense for the 1994 quarter also
includes a provision of approximately $1 million (.8% of
revenues) relating to long-term incentive compensation to
key members of management, payable in fiscal 1996 if
certain earnings performance targets are achieved. The
amounts of such incentive compensation are directly related to the
Company's earnings for the three year period ending in
fiscal 1996, and such amounts will be reduced to zero if
certain minimum earnings are not achieved. Long-term
incentive compensation previously was provided principally
in the form of stock options, and accordingly did not
result in a charge to earnings.

     The provision for losses on credit sales rose 38%
over the prior period.  The Company provides for estimated
future losses on current period retail credit sales
financed by the Company or sold to financial institutions
on a recourse basis.  The amounts provided are based on the Company's
historical loss experience, current repossession trends and costs, and
management's assessment of the current credit quality of
the installment sale contract portfolio. Accordingly, the
provision for losses on credit sales is not necessarily
directly related to current period sales.

     Financial services interest expense decreased
because the Company has begun structuring its REMIC
securitizations as sales of receivables instead of as
collateralized borrowings, as more fully described above.

     The Company's effective income tax rate was 37.3%
in fiscal 1994 compared to 38.1% in fiscal 1993.  
     

Nine months ended June 30, 1994 compared to nine months
ended June 30, 1993

      The following table summarizes certain key sales
statistics for the nine months ended June 30, 1994 and 1993:

                                             1994        1993
Sales dollar volume (in millions)         $   272.8    $ 170.5
New units sold                               9,182       6,526
Used units sold                              1,175         755
Average new single-section sales price     $23,600     $21,000
Average new multi-section sales price      $42,200     $37,800
Weighted average sales centers                 133         110
New unit sales per sales center                 69          59
    
    

     Total sales dollar volume increased 60%,
reflecting a 41% increase in new unit volume and increases
of 12% in the average new unit sales prices of both single-
section and multi-section homes.  New unit volume increased
due 



                       (11)


<PAGE>


to a 21% increase in the weighted average number of sales
centers open during the period and a 17% increase in
average new unit sales per sales center.  Same store dollar
sales rose 36% from 1993.  The increase in the average new
unit sales price reflects price increases required to
offset rising lumber prices, increasing sales in the
Southwest market where the average 
size home sold is larger than in the Southeast market, and
higher selling prices in the Southeast due to a change in
product mix toward higher-end homes.  Sales in the
Southwest comprised 25% of total new manufactured housing
sales dollars in the first nine months of 1994 compared to
9% last year. 

     Gross profit as a percentage of sales was 30.3% in
the current period compared to 30.7% in the prior year. 
Margins rose in the Southeast, principally due to manufacturing 
efficiencies resulting from higher production levels, 
partially offset by the effects of the Company's expansion
into the Southwest, where a substantial portion of homes
are sourced from third party manufacturers.  Of the total
year-to-date new unit sales volume, 76% was manufactured by
the Company compared to 84% last year.  

     Financial services income increased 22% as a
result of the increase in the outstanding serviced loan
portfolio from $480 million at June 30, 1993 to $709
million at June 30, 1994, offset slightly by a decrease in
the weighted average interest rate.  Credit sales
represented approximately 86% and 83% of the Company's
sales dollar volume in fiscal 1994 and 1993, respectively,
of which approximately 94% and 92%, respectively, was
originated by the Company's credit subsidiary.

     Other income increased 24%, principally due to
increased insurance commissions resulting from an
improvement in the percentage of total sales for which
physical damage coverage was written by the Company's
agency and the overall increase in sales, offset by
decreases in insurance commissions
from favorable loss experience and the continuing decline
in endorsement fee income resulting from the Company's
emphasis on internal financing of credit sales.

     Total selling, general and administrative expenses
increased 60%, from 46,604,000 (21.8% of revenues) in 1993
to $74,611,000 (22.9% of revenues) in 1994 primarily as a
result of higher sales volumes and increased servicing
costs associated with the increased size of the Company's
servicing portfolio. The 1994 period also includes a
provision of approximately $2.4 million relating to long-
term incentive compensation plan adopted in 1994. The plan
provides for cash bonuses to key management payable in
1996, the amount of which are directly related to the
Company's earnings for the three year period ending in
fiscal 1996.  Previous long-term incentive compensation
plans was provided principally in the form of stock
options, and accordingly did not result in a charge to
earnings.


                        (12)


<PAGE>



     The provision for losses on credit sales rose 45%
over the prior period.  The Company provides for estimated
future losses on current period retail credit sales
financed by the Company or sold to financial institutions
on a recourse basis.  The amounts provided are based on the
Company's historical loss experience, current repossession trends 
and costs, and management's assessment of the current credit quality of
the installment sale contract portfolio. Accordingly, the
provision for losses on credit sales is not necessarily
directly related to current period sales.

     Non-financial services interest expense decreased
primarily due to the redemption or conversion of the
Company's 6-1/2% and 7-1/2% convertible subordinated
debentures in November and December 1992.  Financial
services interest expense decreased because the Company has
begun structuring its REMIC securitizations as sales of
receivables instead of as collateralized borrowings, as
more fully described above.

     The Company's effective income tax rate (excluding
the $214,000 reduction in income tax expense arising from
the adoption of FAS 109) was 37% in fiscal 1994 compared to
36.7% in fiscal 1993.  The increase over fiscal 1993 was
the result of higher state income taxes and an increase in
the federal income tax rate.

Liquidity and Capital Resources

     The Company's financial position at June 30, 1994
reflects the normal seasonal increase in inventories in
preparation for the summer selling season.  In addition,
the Company's retail expansion has resulted in increased
investment in inventories.  Of the $31 million increase in
inventories since September 30, 1993, approximately $16
million relates to the 25 new sales centers opened during
the nine months ended June 30, 1994.  Short-term borrowings
principally reflect outstanding advances on the Company's
warehouse lines of credit used to finance installment sale
contracts prior to securitization or other permanent
financing.  Borrowings outstanding at June 30, 1994 were
liquidated using a portion of the proceeds of the Company's
July 1994 REMIC securitization described below. 

     Receivables, which consist principally of
installment sale contracts, decreased principally as a
result of the Company's structuring of installment sale
contract securitizations as sales of receivables rather
than as collateralized borrowings.  During the nine months
ended June 30, 1994, the Company originated approximately
$232 million of installment sale contracts and sold
approximately $266 million of installment sale contracts,
including approximately $263.4 million of contracts via two
REMIC securitizations.  Investors purchased an average of
97% of the interests in the REMIC trusts for approximately
$254.5 million cash; the Company retained an average of  3%
interest in the trusts.  In July 1994, approximately $99.2
million of contracts were 


                         (13)


<PAGE>



sold via a REMIC securitization; investors purchased 92% of
the interests in the REMIC trust for approximately $91.3
million cash, and the Company retained an 8% interest in
the trust.  Management believes that financing for
installment sale contracts remains readily available and
anticipates completing an additional securitization in
calendar 1994.

     Management believes that the availability of
permanent financing for installment sale contracts, the
Company's short-term credit facilities and cash generated
by operations are sufficient to provide for the Company's
short-term liquidity needs.

     The Company continues to monitor the credit and
equity markets and evaluate the sources and cost of the
long-term capital required to finance the demands of both
planned expansion and higher operating levels within
existing operations.  The Company will seek to raise
additional equity or long-term debt based upon anticipated
business demands, management's assessment of existing and
future conditions in the capital markets, and management's
assessment of the appropriate components of the Company's
capital structure.  

Potential business combination

     On June 24, 1994, the Company signed a letter of
intent to acquire Golden West Homes, an independent
producer of manufactured housing headquartered in Santa
Ana, California. The letter of intent provides that Oakwood
will issue 700,000 shares of its common stock (equal to
approximately 3.4% of its currently outstanding shares) in
exchange for all of the outstanding shares of Golden West.
Consummation of the acquisition is anticipated prior to
September 30, 1994, and is subject to conditions, including
completion of due diligence, negotiation of a definitive
agreement and approval of the transaction by Oakwood's and
Golden West's Boards of Directors and by the shareholders
of Golden West. 

     Golden West operates manufacturing plants in
Albany, Oregon and Sacramento and Perris, California. A
recently acquired fourth plant in Fort Morgan, Colorado is
expected to begin production in the fall of 1994. Golden
West manufactures principally multi-section homes and had
net sales and net income of approximately $97 million and
$1 million, respectively, for the twelve months ended March
31, 1994.

                          (14)

<PAGE>



PART II.  OTHER INFORMATION


Item 6.       Exhibits and Reports on Form 8-K

               a)  Exhibits
                                             
                   (4)        Agreement to Furnish Copies of Instruments
                              with Respect to Long-term Debt

                (10.1)        Form of Performance Unit Agreement dated
                              November 16, 1993

                (10.2)        Schedule identifying omitted Performance
                              Unit Agreements which are substantially
                              identical to the Form of Performance Unit
                              Agreement and the target number of 
                              performance units under Performance Unit
                              Agreements
                                       
                  (11)        Statement Re Computation of  Earnings Per
                               Share
                                 
               b)      Reports on Form 8-K

                       No reports on Form 8-K were filed for the quarter
                       ended June 30, 1994.


Items 1, 2, 3, 4 and 5 are inapplicable and are omitted.


                            (15)



<PAGE>


           OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

                        SIGNATURES



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

Date:  August 12, 1994


                        OAKWOOD HOMES CORPORATION




                        BY: s/C. Michael Kilbourne
                            C. Michael Kilbourne
                            Vice President 
                            (Principal Financial Officer)
                            (Duly Authorized Officer)


                            (16)

<PAGE>

                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              EXHIBITS

                              ITEM 6(a)

                              FORM 10-Q

                           QUARTERLY REPORT

For the quarter ended                        Commission File Number
June 30, 1994                                       1-7444

                       OAKWOOD HOMES CORPORATION
                             EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.             Exhibit Description

<S>                     <C>
   4                    Agreement to Furnish Copies of Instruments with
                        respect to Long-Term Debt (page   of the
                        sequentially numbered pages)

10.1                    Form of Performance Unit Agreement dated
                        November 16, 1993

10.2                    Schedule identifying omitted Performance
                        Unit Agreements which are substantially
                        identical to the Form of Performance Unit
                        Agreement and the target number of
                        performance units under Performance Unit
                        Agreements

  11                    Statement Re Computation of Earnings Per Share
                        (page   of the sequentially numbered pages)

</TABLE>

                            (17)




                                                              EXHIBIT 4



                  AGREEMENT TO FURNISH COPIES OF INSTRUMENTS
                       WITH RESPECT TO LONG-TERM DEBT


         The Registrant has entered into certain agreements with respect to 
long-term indebtedness which do not exceed ten percent of the total assets of 
the Registrant and its subsidiaries on a consolidated basis.  The Registrant 
hereby agrees to furnish a copy of such agreements to the Commission upon 
request of the Commission.




                                     OAKWOOD HOMES CORPORATION



                                     By:      s/C. Michael Kilbourne
                                              C. Michael Kilbourne
                                              Vice President








                                                     EXHIBIT 10.1

                    OAKWOOD HOMES CORPORATION
                    PERFORMANCE UNIT AGREEMENT

                     DATE:  November 16, 1993


_______________________
_______________________
_______________________

Dear _______________:

     At the direction of the Compensation  Committee of the Board
of Directors  of Oakwood  Homes Corporation (the  "Company"), you
are hereby notified that you have been granted a Performance Unit
Award  pursuant to the Company's  1990 Long Term Performance Plan
(the "Plan"), and  subject to  all the terms  and conditions  set
forth therein.

     You  are hereby  awarded _________  Performance  Units, each
such unit to  have the value of  One Dollar ($1.00) (the  "Target
Award"),  subject to the terms and  conditions of the Plan and to
adjustment  pursuant to  certain  performance criteria  set forth
below.  The date  of the grant of this Award is  the date of this
Agreement.  This Award  has been granted to you to stimulate your
efforts on behalf  of the Company's business.   The consideration
for  the Award is your continuous performance of services for the
Company or a parent or a subsidiary from the date  of this Agree-
ment through November 16, 1996.  

     The total number of Performance Units  subject to the Target
Award  shall be deemed earned in full provided that the aggregate
net  income of  the  Company for  the  three fiscal  years  ended
September 30,  1996 ("Program  Net Income") is  $97,846,000, such
amount being equal to the aggregate net income of the Company for
the  three fiscal years ended  September 30, 1996  if the Company
achieved a compound increase  of 15% per year over  the Company's
net  income for its fiscal  year ended September  30, 1993 ("Base
Net  Income").  The Company's net income for 1993 was $24,502,000
and this shall  be the Base  Net Income.   If Program Net  Income
exceeds $97,846,000, then for every 100 basis points by which the
compound annual growth rate  of Program Net Income over  Base Net
Income exceeds  15%,  you  shall earn  an  additional  number  of
Performance Units  equal to 25%  of the Target Award  amount.  If
Program  Net Income falls  below $97,846,000, then  for every 100
basis  points by which the compound annual growth rate of Program
Net Income over  Base Net Income is less than  15%, the number of
Performance  Units earned by you  shall be 33-1/3%  less than the
Target  Award amount, so that you shall earn no Performance Units
if Program Net Income  represents a 12% or lower  compound annual
growth  rate over Base Net  Income.  The  total number of Perfor-
mance  Units earned shall be  prorated appropriately in the event
that increases or  shortfalls in compound growth  rates amount to
fewer than 100 basis points.


<PAGE>



     Program Net  Income shall equal the  consolidated net income
of the Company before  provision for the compensation to  be paid
pursuant to this Agreement  and other Performance Unit Agreements
awarded on the  date hereof.  Program Net Income  shall be deter-
mined by  the Compensation Committee  in writing by  reference to
the net income shown  for the three fiscal years  ended September
30, 1996  on the  certified consolidated financial  statements of
the  Company  prepared  in  accordance  with  generally  accepted
accounting principles  and after taking into  account the adjust-
ments provided by the preceding sentence; provided, however, that
the Compensation  Committee may,  in its discretion,  order other
adjustments to Program  Net Income or the  calculation thereof to
take account of significant  transactions that externally  affect
the Company's net income, such as mergers, acquisitions and stock
or other offerings.

     Exhibit A  attached hereto  provides an illustration  of how
your Performance Units will be adjusted based  on several assumed
amounts of Program Net Income.  The cash value of the Performance
Units  earned pursuant to this Award shall be paid after certifi-
cation  in  writing by  the  Compensation  Committee as  soon  as
practicable after November  16, 1996, or  as soon as  practicable
after the  availability of  audited financial statements  for the
fiscal year ending September 30, 1996, whichever occurs last.

     Enclosed  is  a copy  of the  Plan,  which covers  the Award
granted to you.  You should familiarize yourself  with all of the
provisions of the Plan.  Your Award is in all respects subject to
the terms and conditions of the Plan and the following:

     1.   Your Award is payable during your lifetime only to you.

     2.   You shall forfeit all rights to receive payment for any
          Performance Units under this Award unless you remain in
          the continuous employment of  the Company from the date
          hereof through  November 16, 1996, unless  your employ-
          ment is terminated due to your death or Disability  (as
          such  term is  defined in  Paragraph 2(h) of  the Plan)
          occurring after November 16,  1994.  If your employment
          is  terminated by  reason of  your death  or Disability
          occurring after November 16, 1994, then (i) Program Net
          Income and  the compound annual growth  rate of Program
          Net Income over  Base Net Income shall be determined on
          the basis of  the number  of full fiscal  years of  the
          Company that  have elapsed between September  30, 1993,
          and  the date  of  termination, (ii)  the Target  Award
          amount shall be adjusted  by multiplying it by a  frac-
          tion  the numerator  of  which is  the  number of  full
          fiscal  years that have  elapsed between  September 30,
          1993, and  the date of termination  and the denominator
          of  which is three,  and (iii) all  other provisions of
          this Award and the Plan shall apply except that payment
          of  the Award shall be  


                                2

<PAGE>



          made as soon  as possible after death or Disability and after 
          the Compensation Committee's written certification.

     3.   Your  Award is  not  transferable, except  that in  the
          event  of your death,  the right to  receive payment of
          the Performance Units, if  any, earned under this Award
          may be transferred according to  the terms of your Will
          or the provisions of the applicable laws of descent and
          distribution.

     4.   Nothing in this Agreement  shall in any manner restrict
          or affect the  right of the  Company to terminate  your
          employment at any time for any reason, with  or without
          cause.

     Any questions or disputes with respect to the interpretation
or application of this Award shall be decided by the Compensation
Committee,  whose decision shall be final.  This Award is subject
to the conditions that (i)  it may be amended at any  time by the
Compensation  Committee and (ii) it (or the program it is awarded
under)  must be approved by the shareholders of the Company, each
in  the  event that  the  Compensation  Committee determines,  on
advice of counsel, that  amendment of this Award or  the program,
or  the securing of shareholder  approval, is necessary or advis-
able  in  order to  assure  that  payments of  Performance  Units
hereunder are exempt  from the  limits of Section  162(m) of  the
Internal Revenue Code.

     By your signature on this  Agreement, you have accepted this
Award and you have represented that you understand and agree that
neither  the granting  of  the Award  nor  any action  thereunder
involves any  statement  or representation  of  any kind  by  the
Company as to its business, affairs, earnings or assets, or as to
any  future increase  or  decrease in  the  market value  of  the
Company's  stock, or as to the tax  status or tax consequences of
the grant of this Award, including without limitation Federal and
State income, inheritance, estate and transfer taxes.

                              OAKWOOD HOMES CORPORATION


                              By:                                
                                   Gwendalyn C. Scott
                                   Vice President and Secretary








                                3

<PAGE>



     I hereby accept  the foregoing  Award and agree  to all  the
terms and conditions set  forth therein and in the  Oakwood Homes
Corporation 1990  Long Term  Performance Plan  under which  it is
granted.



                                                           [SEAL]
                              Nicholas J. St. George

Exhibit A
1990 Oakwood Long Term Performance Plan, as amended




                                4


<PAGE>



                                                              Exhibit A

                 SAMPLE ILLUSTRATIONS OF PERFORMANCE UNIT EARNINGS



  A.    Program Net Income (rounded to the nearest thousand dollars)  
        at Stated Compound Growth Rates From Base Net Income:

                          12%    - $ 92,601,000

                          13%    - $ 94,327,000

                          14.25% - $ 96,516,000

                          15%    - $ 97,846,000

                          16.3%  - $100,179,000

                          20%    - $107,025,000


  B.    Performance Units that  you will  earn (rounded to  the nearest  
        hundred Units) at Stated Compound Growth Rates:

          12%         
        or Less        13%         14.25%      15%         16.3%       20% *

        -0-            _______     _______     _______     _______     _______


  * The Performance Units would continue to increase at the indicated rates 
    if Program Net Income exceeded a 20% compound growth rate.








                                                               EXHIBIT 10.2

                             SCHEDULE IDENTIFYING OMITTED
                             PERFORMANCE UNIT AGREEMENTS

          Name                               Number of Performance Units

          Nicholas J. St. George                       1,102,000
          A. Steven Michael                              580,000
          C. Michael Kilbourne                           372,000
          Robert D. Harvey, Sr.                          356,000
          Larry M. Walker                                170,000
          Larry D. Gilmore                               170,000
          J. Michael Stidham                             170,000
          Jeffrey D. Mick                                130,000
          Douglas R. Muir                                130,000
          James D. Casterline                            114,000

                                          TOTAL UNITS  3,294,000





<PAGE>
                                                                     EXHIBIT 11

                       OAKWOOD HOMES CORPORATION

            STATEMENT RE COMPUTATION OF EARNINGS PER SHARE

                 (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                               Three Months Ended           Nine Months Ended
                                    June 30,                     June 30,
                               1994           1993          1994          1993
<S>                            <C>            <C>           <C>          <C>
Weighted average number
 of common shares outstanding  20,456         20,269        20,419       17,844

Add: Dilutive effect of stock
     options, computed using 
     the treasury stock 
     method                       869            944           951          987

Weighted average number of
 common and common equivalent
 shares outstanding            21,325         21,213        21,370       18,831

Net income                    $ 9,195        $ 6,924       $22,787      $15,690

Earnings per common 
 share-primary                $  0.43        $  0.33       $  1.07      $  0.83

Weighted average number of
 common shares outstanding     20,456         20,269        20,419       17,844

Add: Dilutive effect of stock
     options, computed using
     the treasury stock method    903            970           969        1,094

Add: Additional shares assumed
     to be outstanding from
     conversion of convertible
     securities                     0              0             0        1,096

Weighted average number of 
     common shares outstanding 
     assuming full dilution    21,359         21,239        21,388       20,034

Net income                    $ 9,195        $ 6,924       $22,787      $15,690

Add: Interest on convertible
     securities, net of 
     income taxes                   0              0             0          237

Net income, as adjusted       $ 9,195        $ 6,924       $22,787      $15,927

Earnings per common
 share-fully diluted          $  0.43        $  0.33       $  1.07      $  0.79

</TABLE>




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