OAKWOOD HOMES CORP
10-Q, 1996-02-14
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  December 31, 1995 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.)


             7025 Albert Pick Road, Greensboro, North Carolina 27409
                    (Address of principal executive offices)

                Post Office Box 7386, Greensboro, North Carolina
                    27417-0386 (Mailing address of principal
                               executive offices)

                                 (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 January 31, 1996.

 Common Stock, Par Value $.50 Per Share . . . . . . . . . . 22,345,448


                                1


<PAGE>


                          QUARTERLY REPORT ON FORM 10-Q

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                     For the Quarter Ended December 31, 1995

                   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)
                      (in thousands except per share data)

<TABLE>
<CAPTION>
                                                                                        Three months ended
                                                                                           December 31,

                                                                                    1995                  1994
                                                                                    ----                  ----
<S>                                                                              <C>                  <C>   
Revenues
     Net sales                                                                      $ 176,269              $149,489
     Financial services income                                                         24,239                14,437
     Other income                                                                       3,928                 3,203
                                                                                  -----------           -----------
       Total revenues                                                                 204,436               167,129
                                                                                    ---------             ---------

Costs and expenses
     Cost of sales                                                                    130,223               112,024
     Selling, general and administrative expenses
       Non-financial services                                                          41,199                33,132
       Financial services                                                               4,126                 2,727
     Provision for losses on credit sales                                                --                     151
     Interest expense
       Non-financial services                                                             619                   397
       Financial services                                                               5,519                 5,453
                                                                                  -----------            ----------
       Total costs and expenses                                                       181,686               153,884
                                                                                    ---------             ---------

Income before income taxes                                                             22,750                13,245
Provision for income taxes                                                              8,873                 4,786
                                                                                  -----------            ----------

     Net income                                                                     $  13,877             $   8,459
                                                                                    =========             =========

Pro forma information (Note 2)
     Income before income taxes                                                                              13,245
     Provision for income taxes                                                                               5,033

     Net income                                                                                           $   8,212
                                                                                                          =========

Earnings per share (fiscal 1995 amounts are pro forma - Note 2)
     Primary                                                                      $       .60           $       .36
     Fully diluted                                                                $       .60           $       .36

Dividends per share                                                               $       .02           $       .02

Average shares outstanding
     Primary                                                                           23,087                22,979
     Fully diluted                                                                     23,097                23,090


</TABLE>

                                            3

<PAGE>




                   OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                 (in thousands except share and per share data)

<TABLE>
<CAPTION>


                                                                                December 31,           September 30,
ASSETS                                                                              1995                  1995
                                                                                    ----                  ----
<S>                                                                              <C>                    <C>   

Cash and cash equivalents                                                          $   11,999            $    6,189
Receivables and investments                                                           412,435               480,875
Inventories
     Manufactured homes                                                               138,008               136,457
     Work-in-process, materials and supplies                                           15,226                12,691
     Land/homes under development                                                       2,501                 2,042
                                                                                  -----------           -----------
                                                                                      155,735               151,190
Properties and facilities                                                             109,364               101,758
Deferred income taxes                                                                  15,442                15,546
Other assets                                                                           27,953                27,082
                                                                                   ----------            ----------
                                                                                     $732,928              $782,640
                                                                                     ========              ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Short-term borrowings                                                                $107,900              $154,400
Notes and bonds payable                                                               187,296               198,812
Accounts payable and accrued liabilities                                               94,316                87,405
Reserve for contingent liabilities                                                      2,814                 3,184
Other long-term obligations                                                             7,456                20,431

Shareholders' equity
     Common stock, $.50 par value; 100,000,000
       shares authorized; 22,295,000 and 22,171,000
       shares issued and outstanding                                                   11,148                11,086
     Additional paid-in capital                                                       150,605               149,482
     Retained earnings                                                                173,433               160,000
                                                                                    ---------             ---------
                                                                                      335,186               320,568
     Less:  Unearned ESOP shares                                                      (2,040)               (2,160)
                                                                                  -----------           -----------
                                                                                      333,146               318,408
                                                                                    ---------             ---------
                                                                                     $732,928              $782,640
                                                                                     ========              ========

</TABLE>

                                                4
<PAGE>


                   OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>


                                                                                        Three months ended
                                                                                           December 31,

                                                                                    1995                  1994
                                                                                    ----                  ----
<S>                                                                               <C>                    <C>   

Operating activities
     Net income                                                                     $  13,877             $   8,459
     Items not requiring (providing) cash
       Depreciation and amortization                                                    2,350                 1,907
       Deferred income taxes                                                              104                 (380)
       Provision for losses on credit sales                                             --                      151
       Gain on sale of securities                                                     (6,538)                    --
       Other                                                                               --                   148
       (Increase) decrease in other receivables                                         3,290                  (926)
       (Increase) in inventories                                                       (4,545)              (25,860)
       (Decrease) in accounts payable and accrued liabilities                          (3,449)              (16,124)
       Increase (decrease) in other long-term obligations                              (2,615)                1,584
                                                                                  -----------           -----------
         Cash provided (used) by operations                                             2,474               (31,041)
       Installment receivables issued                                                (123,744)             ( 80,005)
       Purchase of installment loan portfolio                                          (1,465)                   --
       Sale of installment loans                                                      189,972               121,359
       Receipts on installment receivables                                              6,933                10,655
                                                                                  -----------            ----------
         Cash provided by operating activities                                         74,170                20,968
                                                                                   ----------            ----------

Investing activities
     Additions to property and facilities                                              (9,715)              (14,954)
     Other                                                                             (1,490)               (1,032)
                                                                                  -----------            ----------
       Cash used by investing activities                                              (11,205)              (15,986)
                                                                                   ----------             ---------

Financing activities
     Net repayments on short-term credit facilities                                   (46,500)               (6,000)
     Payments on notes and bonds                                                      (11,396)              (11,710)
     Cash dividends                                                                      (444)                 (422)
     Proceeds from exercise of stock options                                            1,185                   202
                                                                                  -----------           -----------
       Cash used by financing activities                                              (57,155)              (17,930)
                                                                                   ----------             ---------

Net increase (decrease) in cash and cash equivalents                                    5,810               (12,948)

Cash and cash equivalents
     Beginning of period                                                                6,189                16,974
                                                                                  -----------             ---------
     End of period                                                                  $  11,999             $   4,026
                                                                                    =========             =========

</TABLE>


                                      5
<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.   On June 30,  1995 the  Company  completed  its  business  combination  with
     Destiny  Industries,  Inc.  ("Destiny")  by issuing  925,000  shares of its
     common stock in exchange for all the  outstanding  common stock of Destiny.
     The business  combination has been accounted for as a pooling of interests,
     and accordingly the accompanying  financial statements reflect the combined
     results of operations and financial position of the Company and Destiny for
     all periods presented.

     Prior  to  the  merger,  Destiny  was  a  Subchapter  S  corporation,   and
     accordingly  its results of  operations  were  includable in the income tax
     returns of its former shareholders. The pro forma financial information for
     fiscal 1995 set forth in the consolidated  statement of income reflects, on
     a pro forma basis,  a provision  for income  taxes and net income  assuming
     Destiny's  results of operations had been included in the Company's  income
     tax returns for such period.

     Because  earnings  per  share  for  fiscal  1995  computed  on the basis of
     historical  net income  would not  reflect  income  taxes  attributable  to
     Destiny's  earnings,  historical earnings per share amounts for such period
     are not meaningful and  accordingly  have been omitted.  Pro forma earnings
     per share for fiscal 1995 have been  computed on the basis of pro forma net
     income.

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
     $90 million at December 31, 1995. The Company is also  contingently  liable
     under terms of repurchase agreements with financial  institutions providing
     inventory  financing for retailers of homes  produced by Destiny and Golden
     West Homes,  manufacturing  subsidiaries of the Company doing business with
     independent  dealers.  The Company estimates that its potential  obligation
     under repurchase agreements approximated $45 million at December 31, 1995.



                                       6

<PAGE>



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


                              RESULTS OF OPERATIONS


Three months ended December 31, 1995 compared to three months ended December 31,
1994

     The following table summarizes certain key statistics for the quarters 
ended December 31, 1995 and 1994 :

<TABLE>
<CAPTION>

                                                                                      1995              1994
<S>                                                                                 <C>               <C>   

Retail sales (in millions)                                                             $133.4            $98.1
Wholesale sales (in millions)                                                            39.8             48.7
Other sales - principally relating to
 communities (in millions)                                                                3.1              2.7
Total sales (in millions)                                                               176.3            149.5
Gross profit % - integrated operations                                                   29.5%            29.1%
Gross profit % - wholesale operations                                                    15.4%            17.3%
New single-section homes sold - retail                                                  2,556            2,183
New multi-section homes sold - retail                                                   1,294              868
Used homes sold - retail                                                                  461              461
New single-section homes sold - wholesale                                                 433              568
New multi-section homes sold - wholesale                                                1,102            1,311
Average new single-section sales price - retail                                       $26,700          $24,700
Average new multi-section sales price - retail                                        $47,400          $45,900
Average new single-section sales price - wholesale                                    $14,100          $13,800
Average new multi-section sales price - wholesale                                     $30,200          $31,100
Weighted average retail sales centers
  open during the period                                                                  208              161
Average new homes sales per sales center                                                 18.5             19.0
</TABLE>


         Retail sales dollar volume increased 36%,  reflecting a 26% increase in
new unit volume and  increases of 8% and 3% in the average new unit sales prices
of single-section and multi-section  homes,  respectively.  New unit volume rose
primarily due to a 29% increase in the weighted  average number of sales centers
open during the period,  while average new unit sales per sales center decreased
3%. In the first three months of fiscal 1996,  the Company opened or acquired 18
new sales  centers  compared to 22 sales  centers in the first  three  months of
fiscal 1995.  Because the Company plans to open approximately 35 to 45 new sales
centers  annually over the next several  years,  management  does not expect any
significant  increase in the average  number of new homes sold per sales  center
over the near term.  Total new retail sales  dollars at sales  centers open more
than one year rose 8% in the quarter, while same store unit sales increased 1%.

         Sales in the Southwest,  where the average home size is somewhat larger
than in the  Southeast,  comprised 40% of total new  manufactured  housing sales
dollars in the first quarter 

                                       7
<PAGE>


of 1996 compared to 34% last year. Retail sales of multi-section homes accounted
for 34% of new home unit sales in the first quarter of fiscal 1996 versus 28% in
the prior year.

         Wholesale  sales dollar volume (which  represents  sales by Golden West
and Destiny to independent  dealers) declined by 18%,  reflecting a 18% decrease
in unit volume and a 3% decrease in the average sales price of new multi-section
homes.  This decrease was slightly  offset by a 2% increase in the average sales
price of new single-section homes. The decline in wholesale unit volume reflects
execution of the  Company's  strategy of changing the  distribution  of products
produced by Golden West and Destiny from  independent  dealers to company  owned
retail sales centers.  During the quarter ended  December 31, 1995,  Golden West
and Destiny shipped 475 homes to Oakwood sales centers,  compared to 51 homes in
the first  quarter of fiscal  1995;  these  shipments  are not  included  in the
wholesale  dollar  sales and unit sales in the table above.  Management  expects
Golden  West's  and  Destiny's  unit  sales to  Oakwood  to  increase  in future
quarters.  To the extent the Company is successful in establishing Company owned
retail  centers in Golden  West and  Destiny  markets,  the  decline in sales to
wholesale dealers will continue.

         Gross  profit  margin -  integrated  operations  reflects  gross profit
earned  on all  sales at retail  as well as the  manufacturing  gross  profit on
retail sales of units  manufactured by the Company,  including the manufacturing
gross  profit  earned by Golden  West and  Destiny  on its sales to the  Oakwood
retail  organization.  Gross profit margin - integrated  operations was 29.5% in
the current period compared to 29.1% in the first quarter of the prior year. The
increase  reflects  improved  sourcing of retail unit sales from  Company  owned
manufacturing  plants.  Approximately  85% of the  total new unit  retail  sales
volume was  manufactured  by the  Company in the first  quarter of fiscal  1995,
compared to 75% in the first quarter one year ago.

         Wholesale  gross  profit  margins  decreased  to 15.4%  in the  current
quarter  from 17.3% last year,  primarily  due to start-up  costs  incurred in a
plant expansion at the Albany,  Oregon  facility,  which  increased  capacity by
approximately  40% during the quarter.  During the first quarter of fiscal 1996,
Golden West's Albany plant operated at approximately  71% of its newly increased
capacity,  as compared to full capacity in the first quarter of fiscal 1995. The
Company  intends to use the new line to produce  homes which sell at lower price
points  than those  traditionally  manufactured  in Oregon.  Utilization  at the
Perris, California plant increased during the quarter to 75% from 60% last year,
principally as the result of producing new models for Oakwood retail centers.

         Financial  services  income  increased  68% to $24.2 million from $14.4
million last year.  Interest  income earned on loans held for  investment and on
loans held for sale  prior to  securitization  was flat at $9.3  million in each
period.   Interest  on  loans  held  for  investment   declined  due  to  normal
amortization and  prepayments,  but was offset by an increase in interest earned
on loans held for sale due to higher  average  balances  outstanding  during the
first quarter of fiscal 1996.  Loan  servicing  fees increased from $2.9 million
for the first  quarter  of 1995 to $3.6  million  in the first  quarter of 1996,
reflecting  the  increased  size of the  Company's  securitized  loan  servicing
portfolio.  REMIC residual  income  increased from $1.4 million to $3.2 million,
reflecting the shift in the Company's  financing strategy toward  securitization
of its  loans  from  holding  loans for  investment  and the  adoption  of sales
accounting for securitizations in 1993.

     Financial  services  income  for the  first  quarter  of  fiscal  1996 also
includes a gain of  approximately  $6.6 million from the sale of $187 million of
asset-backed securities,  the

                                     8
<PAGE>


Company's largest loan securitization to date. The gain resulted from a widening
of the excess servicing spread in the  securitization  due to the sustained bond
market rally,  improved  credit ratings  assigned to the securities  sold, and a
reduction in the credit  spread over  treasurys  demanded by  purchasers  of the
securities.  In addition,  the Company's increasing sales of multi-section homes
has resulted in multi-section loans comprising a larger percentage of the assets
sold. Multi-section loans have longer average terms and lower anticipated credit
losses than loans for  single-section  homes,  which contributes to the value of
the excess servicing in the securitization. Finally, the Company has experienced
a continuing decline in its transaction costs, reflecting competitive conditions
on Wall Street and the Company's  increased  experience in securitizing loans in
the public market. Except for the spread widening resulting from the bond market
rally, which will recur irregularly,  management believes that the other factors
giving  rise to the gain will  affect  its future  securitizations  on a regular
basis, and accordingly expects to record gains on its future securitizations. In
addition to the gain  recorded on the closing  date of the  securitization,  the
Company  expects to earn future income from its investment in the residual REMIC
interest in this  transaction,  consistent  with its  securitizations  closed in
prior years.

         The  majority  of the 23%  increase  in  other  income  is  related  to
increased  insurance  commissions  resulting  from the overall  increase in unit
sales.

         Non-financial  services selling,  general and  administrative  expenses
rose to 23.4% of net sales compared to 22.2% of net sales last year. These costs
increased  disproportionately  to sales as a result of  increased  accruals  for
long-term  management  incentive  compensation  payable  based upon the level of
Company  profitability for fiscal 1994 through 1996, increased headcount levels,
particularly in the management information systems, human resources and internal
audit areas, and increased accruals for stock appreciation rights resulting from
the increase in the price of the Company's common stock. In addition,  Destiny's
and Golden West's sales to Oakwood have  substantially  increased from the prior
year. These  intercompany  sales are eliminated in consolidation;  however,  the
general and administrative expenses incurred by these companies related to this
production continue to be expensed as incurred.

         Financial services selling,  general and  administrative  expenses rose
51% on a 26% increase in the average number of loans serviced during the period,
a 64%  increase in total  credit  application  volume and a 55% increase in loan
originations.

         No  provision  for  losses on credit  sales was  recorded  in the first
quarter of fiscal 1996,  reflecting  the  increased  seasoning on loans held for
investment and loans sold with full or limited recourse.  The Company  
provides for estimated  losses based on the Company's  historical  loss
experience, current repossession trends and costs and management's assessment 
of the current credit quality of the loan portfolio.

         Non-financial  services interest expense rose from $397,000 to $619,000
due  principally  to permanent  financing for new  manufacturing  facilities,  a
corporate aircraft and the employee stock ownership plan.

         Financial   services   interest  expense   includes   interest  expense
associated  with  long-term debt secured by loans and interest  associated  with
short-term line of credit borrowings used to fund the warehousing of loans prior
to their  securitization.  Financial  services  interest  expense  

                                    9
<PAGE>


increased 1%, reflecting a $786,000 increase in short-term  interest expense due
to  significant  increases  in loan  volume.  This  increase was offset by a 21%
decrease in interest on long-term  debt due to declining  and retired  long-term
debt balances.  Financial  services  interest expense  associated with notes and
bonds  payable is expected  to  continue  to decline as the Company  retires its
outstanding debt secured by loans.

         The  Company's  effective  income  tax rate was  39.0% in  fiscal  1996
compared  to the pro  forma  effective  tax rate of 38.0% in  fiscal  1995.  The
increase in the  effective  tax rate is due  primarily  to higher  state  income
taxes.



                         LIQUIDITY AND CAPITAL RESOURCES

         Receivables and investments decreased from September 30, 1995 primarily
as a result  of the  Company's  October  securitization  of  approximately  $187
million of loans through its Oakwood Mortgage Investors  subsidiary.  Short-term
borrowings  principally reflect outstanding  advances on the Company's warehouse
line of credit used to finance originated loans prior to securitization or other
permanent  financing.  Management  believes  that  permanent  financing  for its
installment   sale  contracts   remains   readily   available  and   anticipates
securitizing  installment sale contracts using REMICs  approximately  every four
months.

         Management  believes that the  availability of permanent  financing for
originated loans,  short-term credit facilities and cash generated by operations
are  sufficient to provide for the Company's  short-term  liquidity  needs.  The
Company expects to enlarge its short-term  credit  facilities  during the second
quarter of fiscal 1996.

         Management  currently  believes that it can obtain the cash it needs to
continue its planned expansion through internally generated funds.  However, the
Company  continues  to monitor the credit and equity  markets and  evaluate  the
sources and costs 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.  In order to maintain
maximum  flexibility in the timing of any  acquisition of permanent or long-term
financing, the Company intends to focus on maintaining its short-term liquidity.
As a consequence, the Company intends to sell all the regular REMIC interests in
its securitizations, and retain only REMIC residual interests.


                                      10
<PAGE>




   PART II.         OTHER INFORMATION

   Item 4.          Submission of Matters to a Vote of Security Holders

              At the Annual Meeting of  Shareholders  of the Registrant  held on
January 31, 1996, the shareholders  approved (i) the election of Nicholas J. St.
George,  A.  Steven  Michael  and  Sabin  C.  Streeter  as  directors;  (ii) the
Registrant's Key Employee Stock Plan; (iii) the Registrant's Executive Incentive
Compensation Plan; and (iv) the selection of Price Waterhouse LLP as independent
accountants. The following table sets forth the votes on each such matter:
<TABLE>
<CAPTION>

                                                                                                         BROKER
                                            FOR               AGAINST              ABSTAIN            NON-VOTES
<S>                                     <C>                <C>                  <C>                <C>

Election of Directors
(by nominee)

Nicholas J. St. George                   19,321,899           324,245                 0                  N/A
A. Steven Michael                        19,319,399           326,745                 0                  N/A
Sabin C. Streeter                        19,242,931            403,213                0                  N/A


Approval of the Key Employee Stock       11,628,281          5,239,238             210,189            5,186,785
Plan


Approval of the Executive                12,556,137          4,306,083             215,488            5,186,785
Incentive Compensation Plan


Approval of selection of Price           19,609,757            6,678               29,589                N/A
Waterhouse LLP as Independent
Auditors


</TABLE>


                                        11


<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

          a)  Exhibits

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

              (11)   Statement re Computation of Earnings Per Share

              (27)   Financial Data Schedule (filed in electronic format only)

          b)  Reports on Form 8-K

              No reports on Form 8-K were filed for the quarter
              ended December 31, 1995.

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


                                    12

<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:  February 14, 1996


                                      OAKWOOD HOMES CORPORATION




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

                                      13
<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
   December 31, 1995                                             1-7444


                            OAKWOOD HOMES CORPORATION
                                  EXHIBIT INDEX

   Exhibit No.                  Exhibit Description

         4         Agreement to Furnish Copies of Instruments with
                   respect to Long-Term Debt (page 14 of the
                   sequentially numbered pages)

        11         Statement re Computation of Earnings Per Share
                   (page 15 of the sequentially numbered pages)

        27         Financial Data Schedule (filed in electronic format only)


                          


                                       14




<PAGE>




                                                                      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
                                         Executive Vice President

                                

<PAGE>


                                                              EXHIBIT 11



                   OAKWOOD HOMES CORPORATION AND SUBSIDIARIES
                 STATEMENT RE COMPUTATION OF EARNINGS PER SHARE

                      (in thousands, except per share data)

<TABLE>
<CAPTION>



                                                                    Three months ended
                                                                        December 31,

                                                                   1995             1994
                                                                  -----             ----
<S>                                                          <C>                 <C>   
 
Weighted average number of common
          shares outstanding                                     22,223           22,025
  Add:    Dilutive effect of stock
          options, computed using the
          treasury stock method                                     951              954
 Less:   Unearned ESOP shares                                      (87)                -
                                                                -------          -------
                                                                          
 Weighted average number of common
          and common equivalent shares
          outstanding                                            23,087           22,979
                                                                 ======           ======
 Net income (fiscal 1995 is pro forma)                          $13,877         $  8,212
                                                                =======         ========
 Earnings per common share - primary
   (fiscal 1995 is pro forma)                               $      .60           $   .36
                                                            ===========          =======
                                                                           

 Weighted average number of common
          shares outstanding                                     22,223           22,025
 Add:     Dilutive effect of stock
          options, computed using
          the treasury stock method                                 961            1,065
 Less:   Unearned ESOP shares                                       (87)               -
                                                                 ------         --------
                                                                              
 Weighted average number of common
          and common equivalent shares
          outstanding                                            23,097           23,090
                                                                 ======           ======
 Net income (fiscal 1995 is pro forma)                          $13,877         $  8,212
                                                                =======         ========
 Earnings per common share - fully diluted
   (1995 is pro forma)                                      $      .60           $   .36
                                                            ===========          =======
                                                                            
</TABLE>


<PAGE>

<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
The Registrant's Consolidated Financial Statements for the quarter ended
December 31, 1995 filed as part of the registrant's Form 10-Q for the
quarter ended December 31, 1995 and is qualified in its entirety by
reference to such Form 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-START>                             OCT-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<CASH>                                          11,999
<SECURITIES>                                         0
<RECEIVABLES>                                  419,941
<ALLOWANCES>                                     7,506
<INVENTORY>                                    155,735
<CURRENT-ASSETS>                                     0
<PP&E>                                         141,854
<DEPRECIATION>                                  32,490
<TOTAL-ASSETS>                                 732,928
<CURRENT-LIABILITIES>                          202,216
<BONDS>                                        187,296
                                0
                                          0
<COMMON>                                        11,148
<OTHER-SE>                                     321,998
<TOTAL-LIABILITY-AND-EQUITY>                   732,928
<SALES>                                        176,269
<TOTAL-REVENUES>                               204,436
<CGS>                                          130,223
<TOTAL-COSTS>                                  175,548
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               6,138
<INCOME-PRETAX>                                 22,750
<INCOME-TAX>                                     8,873
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    13,877
<EPS-PRIMARY>                                     0.60
<EPS-DILUTED>                                     0.60
        


</TABLE>


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