- 9 -

As filed with the Securities and Exchange Commission on August 9, 1996.

Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                      _____________________

                            FORM S-8

                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                      _____________________

                   SOUTHERN ENERGY HOMES, INC.
     (Exact name of registrant as specified in its charter)

         Delaware             .                        63-1083246
 .
State    of    Incorporation                     (IRS    Employer
Identification Number)

     Highway 41 North, P.O. Box 390, Addison, Alabama 35540
       (Address of principal executive offices) (zip code)

                   SOUTHERN ENERGY HOMES, INC.
           1996 Option Plan For Non-Employee Directors
                    (Full title of the Plan)

                 Paul J. Hartnett, Jr., Esquire
                 Brown, Rudnick, Freed & Gesmer
                      One Financial Center
                        Boston, MA  02111
                         (617) 856-8200
    (Name, address and telephone number of agent for service)

                 Calculation of Registration Fee
                             Proposed    Proposed
Title of                     Maximum     Maximum
Securities    Amount         Offering    Aggregate   Amount of
to be         to be          Price       Offering    Registration
Registered    Registered(1)  Per Share   Price       Fee(2)
Common        75,000 shares  $12.75      $956,250    $330
Stock, $.0001
par value



(1)  Also  registered  hereunder are such  additional  number  of
     shares of common stock, presently indeterminable, as may  be
     necessary to satisfy the antidilution provisions of the Plan
     to which this Registration Statement relates.
(2)  The registration fee has been calculated on the basis of the
     closing  price of $12.75 on the Nasdaq National  Market,  on
     August 5, 1996.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents by Reference.

      The  Company  hereby incorporates  by  reference  the
documents listed in (a) through (c) below. In addition, all
documents  subsequently filed by the  Company  pursuant  to
Section  13(a),  13(c),  14 and  15(d)  of  the  Securities
Exchange  Act  of 1934 (the "Exchange Act") (prior  to  the
filing  of a Post-Effective Amendment which indicates  that
all  securities offered have been sold or which deregisters
all securities then remaining unsold) shall be deemed to be
incorporated  by  reference in this Registration  Statement
and  to  be a part hereof from the date of filing  of  such
documents.

      (a) The Company's Annual Report on Form 10-K for  the
fiscal year ended December 31, 1995.

      (b) All other reports filed pursuant to Section 13(a)
or  15(d)  of the Exchange Act since the end of the  fiscal
year  covered by the annual report, the Prospectus, or  the
effective Registration Statement referred to in (a) above.

      (c)  The  description of the Company's  Common  Stock
which  is contained in the Prospectus dated March 12, 1993,
included in the Company's Registration Statement on Form S-
1  (Registration No. 33-57420) filed by the  Company  under
the  Securities  Act  of 1933, which  was  incorporated  by
reference in Item 1 of the Company's Registration Statement
on  Form  8-A filed by the Company under the Exchange  Act,
including any amendment or report filed for the purpose  of
updating such description.

          The audited consolidated financial statements  of
the Company incorporated herein by reference should only be
read  in  conjunction with the discussion of legal  matters
noted in footnote 6 to the financial statements included in
the  Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 29, 1996.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

      Article  ELEVENTH of the Certificate of Incorporation
of the Company provides as follows:

       No  Director  shall  be  personally  liable  to  the
Corporation  or its stockholders for monetary  damages  for
breach of fiduciary duty as a Director notwithstanding  any
provision   of  law  imposing  such  liability;   provided,
however,  that,  to the extent provided by applicable  law,
this  provision  shall not eliminate  the  liability  of  a
Director  (i)  for  any breach of the  Director's  duty  of
loyalty  to the Corporation or its stockholders,  (ii)  for
acts  or  omissions  not  in good faith  or  which  involve
intentional misconduct or a knowing violation of law, (iii)
under  Section  174  of  the  General  Corporation  Law  of
Delaware,  or  (iv)  for  any transaction  from  which  the
Director derived an improper personal benefit. No amendment
to  or repeal of this provision shall apply to or have  any
effect  on  the  liability  or  alleged  liability  of  any
Director  for  or with respect to any acts or omissions  of
such Director occurring prior to such amendment or repeal.

      Section  145 of the General Corporation  Law  of  the
State of Delaware permits the indemnification and insurance
of  the  corporation's directors and officers under certain
circumstances.

      Article 10 of the By-laws of the Company provides  as
follows:

                           ARTICLE 10
                         INDEMNIFICATION

      Section  10.1  Third Party Actions.  The  Corporation
shall  indemnify any person who was or is  a  party  or  is
threatened to be made a party to any threatened, pending or
completed  action,  suit  or  proceeding,  whether   civil,
criminal,  administrative or investigative (other  than  an
action by or in the right of the Corporation) by reason  of
the fact that he is or was a Director, officer, employee or
agent  of  the  Corporation, or is or was  serving  at  the
request of the Corporation as a director, officer, employee
or   agent  of  another  corporation,  partnership,   joint
venture,   trust  or  other  enterprise,  against  expenses
(including  attorneys' fees), judgments, fines and  amounts
paid in settlement actually and reasonably incurred by  him
in  connection with such action, suit or proceeding  if  he
acted  in good faith and in a manner he reasonably believed
to  be  in  or  not  opposed to the best interests  of  the
Corporation,  and, with respect to any criminal  action  or
proceeding, had no reasonable cause to believe his  conduct
was  unlawful.   The  termination of any  action,  suit  or
proceeding  by judgment, order, settlement, conviction,  or
upon  plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act
in  good faith and in a manner which he reasonably believed
to  be  in  or  not  opposed to the best interests  of  the
Corporation,  and, with respect to any criminal  action  or
proceeding,  had  reasonable  cause  to  believe  that  his
conduct was unlawful.

      Section  10.2   Derivative Actions.  The  Corporation
shall  indemnify any person who was or is  a  party  or  is
threatened to be made a party to any threatened, pending or
completed  action  or  suit by  or  in  the  right  of  the
Corporation to procure a judgment in its favor by reason of
the fact that he is or was a Director, officer, employee or
agent  of  the  Corporation, or is or was  serving  at  the
request of the Corporation as a director, officer, employee
or   agent  of  another  corporation,  partnership,   joint
venture,   trust  or  other  enterprise  against   expenses
(including   attorneys'  fees)  actually   and   reasonably
incurred   by  him  in  connection  with  the  defense   or
settlement of such action or suit if he acted in good faith
and  in  a  manner he reasonably believed to be in  or  not
opposed  to  the best interests of the Corporation,  except
that  no  indemnification shall be made in respect  of  any
claim,  issue or matter as to which such person shall  have
been adjudged to be liable for negligence or misconduct  in
the  performance of his duty to the Corporation unless  and
only  to the extent that the Court of Chancery or the court
in  which  such action or suit was brought shall  determine
upon   application  that,  despite  the   adjudication   of
liability but in view of all the circumstances of the case,
such  person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other
court shall deem proper.

       Section  10.3   Expenses.   To  the  extent  that  a
Director, officer, employee or agent of the Corporation has
been  successful on the merits or otherwise in  defense  of
any action, suit or proceeding referred to in Sections 10.1
and  10.2,  or  in  defense of any claim, issue  or  matter
therein,   he   shall  be  indemnified   against   expenses
(including   attorneys'  fees)  actually   and   reasonably
incurred by him in connection therewith.

      Section  10.4   Authorization.   Any  indemnification
under  Sections 10.1 and 10.2 (unless ordered by  a  court)
shall be made by the Corporation only as authorized in  the
specific case upon a determination that indemnification  of
the  Director, officer, employee or agent is proper in  the
circumstances because he has met the applicable standard of
conduct   set  forth  in  Sections  10.1  and  10.2.   Such
determination shall be made (a) by the Board  of  Directors
by  a majority vote of a quorum consisting of Directors who
were not parties to such action, suit or proceeding, or (b)
if  such a quorum is not obtainable, or, even if obtainable
a   quorum  of  disinterested  Directors  so  directs,   by
independent legal counsel in a written opinion, or  (c)  by
the stockholders.

      Section  10.5  Advance Payment of Expenses.  Expenses
incurred by an officer or Director in defending a civil  or
criminal  action, suit or proceeding may  be  paid  by  the
Corporation  in  advance of the final disposition  of  such
action,  suit or proceeding as authorized by the  Board  of
Directors  in  the  specific  case  upon  receipt   of   an
undertaking by or on behalf of such officer or Director  to
repay  such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation as
authorized  in this Article 10.  Such expenses incurred  by
other  employees and agents may be so paid upon such  terms
and  conditions,  if any, as the Board of  Directors  deems
appropriate.

      Section 10.6  Non-Exclusiveness.  The indemnification
provided  by this Article 10 shall not be deemed  exclusive
of  any other rights to which those seeking indemnification
may  be  entitled  under  any by-law,  agreement,  vote  of
stockholders or disinterested Directors or otherwise,  both
as  to action in his official capacity and as to action  in
another  capacity  while  holding such  office,  and  shall
continue  as  to a person who has ceased to be a  Director,
officer,  employee or agent and shall inure to the  benefit
of  the  heirs,  executors  and administrators  of  such  a
person.

      Section 10.7  Insurance.  The Corporation shall  have
power  to purchase and maintain insurance on behalf of  any
person who is or was a Director, officer, employee or agent
of  the Corporation, or is or was serving at the request of
the  Corporation as a director, officer, employee or  agent
of  another corporation, partnership, joint venture,  trust
or  other enterprise against any liability asserted against
him  and  incurred by him in any such capacity, or  arising
out  of  his status as such, whether or not the Corporation
would  have  the  power  to  indemnify  him  against   such
liability under the provisions of this Article 10.

       Section   10.8    Constituent   Corporations.    The
Corporation shall have power to indemnify any person who is
or  was  a  director,  officer,  employee  or  agent  of  a
constituent  corporation absorbed  in  a  consolidation  or
merger with this Corporation or is or was servicing at  the
request  of  such constituent corporation  as  a  director,
officer,   employee   or  agent  of  another   corporation,
partnership,  joint venture, trust or other enterprise,  in
the  same manner as hereinabove provided for any person who
is  or  was a Director, officer, employee or agent  of  the
Corporation,  or is or was serving at the  request  of  the
Corporation  as a director, officer, employee or  agent  of
another  corporation, partnership, joint venture, trust  or
other enterprise.

     Section 10.9  Additional Indemnification.  In addition
to  the  foregoing  provisions  of  this  Article  10,  the
Corporation  shall  have  the power,  to  the  full  extent
provided  by law, to indemnify any person for  any  act  or
omission of such person against all loss, cost, damage  and
expense  (including  attorneys' fees)  if  such  person  is
determined  (in  the  manner  prescribed  in  Section  10.4
hereof)  to  have acted in good faith and in  a  manner  he
reasonably believed to be in, or not opposed to,  the  best
interest of the Corporation.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

Number   Description

           4.1  Certificate of Incorporation of the Registrant -
           -   Filed   as   Exhibit  3.1  to  the   Registrant's
           Registration  Statement on Form  S-1  (File  No.  33-
           57420).*

           4.2   By-Laws of the Registrant -- Filed  as  Exhibit
           3.2  to  the  Registrant's Registration Statement  on
           Form S-1 (File No. 33-57420).*

           4.3   Specimen  of  Stock  Certificate  --  Filed  as
           Exhibit   4.1   to   the  Registrant's   Registration
           Statement on Form S-1 (File No. 33-57420).*

           5    Legal Opinion of Brown, Rudnick, Freed & Gesmer

           24.1 Consent of Arthur Andersen LLP

           24.2  Consent of Brown, Rudnick, Freed  &  Gesmer  is
           included  in their legal opinion filed as  Exhibit  5
           hereof.

           99   Southern Energy Homes, Inc. 1996 Option Plan For
           Non-Employee Directors -- filed as Exhibit  10.20  to
           Registrant's 1995 Annual Report on Form 10-K.*
______________

* Not  filed  herewith.  In accordance with Rule 411  promulgated
  pursuant  to the Securities Act of 1933, as amended,  reference
  is  made to the documents previously filed with the Commission,
  which are incorporated by reference herein.

Item 9.  Undertakings.

    (a)  The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or
sales  are being made, a post-effective amendment  to  this
registration statement to include any material  information
with  respect  to the plan of distribution  not  previously
disclosed  in  the registration statement or  any  material
change to such information in the registration statement.

           (2)    That,  for  the  purpose  of  determining
liability  under  the  Securities  Act,  each  such   post-
effective   amendment  shall  be  deemed  to   be   a   new
registration  statement relating to the securities  offered
therein,  and the offering of such securities at that  time
shall  be  deemed  to  be the initial  bona  fide  offering
thereof.

          (3)   To remove from registration by means  of  a
post-effective  amendment  any  of  the  securities   being
registered  which remain unsold at the termination  of  the
offering.

    (b)  The undersigned Registrant hereby undertakes that,
for   purposes  of  determining  any  liability  under  the
Securities  Act  of 1933, each filing of  the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed  to
be  a new registration statement relating to the securities
offered  therein,  and the offering of such  securities  at
that  time  shall  be deemed to be the  initial  bona  fide
offering thereof.

    (c)  Insofar as indemnification for liabilities arising
under  the  Securities  Act of 1933  may  be  permitted  to
directors,   officers  and  controlling  persons   of   the
Registrant   pursuant  to  the  foregoing  provisions,   or
otherwise,  the  Registrant has been advised  that  in  the
opinion  of  the  Securities and Exchange  Commission  such
indemnification  is against public policy as  expressed  in
the  Act  and is, therefore, unenforceable.  In  the  event
that  a  claim for indemnification against such liabilities
(other  than  the  payment by the  Registrant  of  expenses
incurred  or  paid  by a director, officer  or  controlling
person  of the Registrant in the successful defense of  any
action,  suit or proceeding) is asserted by such  director,
officer  or  controlling  person  in  connection  with  the
securities being registered, the Registrant will, unless in
the  opinion of its counsel the matter has been settled  by
controlling  precedent, submit to a  court  of  appropriate
jurisdiction  the question whether such indemnification  by
it  is  against public policy as expressed in the  Act  and
will be governed by the final adjudication of such issue.


                           SIGNATURES

      Pursuant to the requirements of the Securities Act  of
1933,  the  Registrant  certifies  that  it  has  reasonable
grounds to believe that it meets all of the requirements for
filing  on  Form  S-8 and has duly caused this  Registration
Statement  to  be  signed on its behalf by the  undersigned,
thereunto duly authorized, in the City of Addison, State  of
Alabama, on August 7, 1996.

                                  SOUTHERN ENERGY HOMES, INC.


                                  By: /s/Wendell T. Batchelor
                                        Wendell T. Batchelor
                                        President and Chief
                                        Executive Officer

     Pursuant to the requirements of the Securities  Act  of
1933,  this  Registration Statement has been signed  by  the
following  persons  in  the  capacities  and  on  the  dates
indicated.

Signature                    Title                      Date

/s/Jonathan O. Lee           Chairman of the Board      August 7, 1996
Jonathan O. Lee              and Director


/s/Wendell L. Batchelor      President, Chief           August 7, 1996
Wendell L. Batchelor         Executive Officer and
                             Director (Principal
                             Executive Officer)

/s/Keith W. Brown            Chief Financial            August 7, 1996
Keith W. Brown               Officer, Treasurer,
                             Secretary and Director
                             (Principal Financial
                             and Accounting Officer)

/s/Johnny R. Long            Vice President and         August 7, 1996
Johnny R. Long               Director


/s/Paul J. Evanson           Director                   August 7, 1996
Paul J. Evanson


/s/Joseph J. Incandela       Director                   August 7, 1996
Joseph J. Incandela


                        INDEX TO EXHIBITS

Exhibit
Number

           4.1   Certificate  of Incorporation  of
           the  Registrant - Filed as Exhibit  3.1
           to    the   Registrant's   Registration
           Statement  on  Form S-1 (File  No.  33-
           57420).*

           4.2   By-Laws of the Registrant - Filed
           as  Exhibit  3.2  to  the  Registrant's
           Registration  Statement  on  Form   S-1
           (File No. 33-57420).*

           4.3   Specimen  of Stock Certificate  -
           Filed    as   Exhibit   4.1   to    the
           Registrant's Registration Statement  on
           Form S-1 (File No. 33-57420).*

           5     Legal  Opinion of Brown, Rudnick,
           Freed & Gesmer

           24.1 Consent of Arthur Andersen LLP

           24.2 Consent of Brown, Rudnick, Freed &
           Gesmer  is  included  in  their   legal
           opinion filed as Exhibit 5 hereof.

           99    Southern Energy Homes, Inc.  1996
           Option  Plan For Non-Employee Directors
           --    filed   as   Exhibit   10.20   to
           Registrant's 1995 Annual Report on Form
           10-K.*
______________

* Not filed herewith.  In accordance with Rule 411
  promulgated  pursuant to the Securities  Act  of
  1933,  as  amended, reference  is  made  to  the
  documents  previously filed with the Commission,
  which are incorporated by reference herein.

                            EXHIBIT 5
                                   
                                   
                                   
                              August 9, 1996



Southern Energy Homes, Inc.
Highway 41 North
P.O. Box 390
Addison, AL  35540

     Re:  Southern Energy Homes, Inc.
          Registration Statement on Form S-8

Gentlemen:

      We  are counsel for Southern Energy Homes, Inc., a Delaware
corporation (the "Company").  We have been asked to deliver  this
opinion  in connection with the preparation and filing  with  the
Securities  and Exchange Commission under the Securities  Act  of
1933, as amended (the "Act"), of a Registration Statement on Form
S-8  (the "Registration Statement") relating to 75,000 shares  of
the Company's Common Stock, $.0001 par value (the "Shares").  The
Shares  are  issuable pursuant to the Company's 1996 Option  Plan
for  Non-Employee  Directors  (the "1996  Plan").   This  opinion
letter,  together with Schedule A attached hereto  (the  "Opinion
Letter"), is being rendered in connection with the filing of  the
Registration Statement.

     In connection with this Opinion Letter, we have examined and
are  familiar  with originals or copies, certified  or  otherwise
identified  to  our  satisfaction,  of  the  following  documents
(collectively, the "Documents"):

      1.   a certificate from the Secretary of State of the State
of  Delaware  dated August 6, 1996 as to the legal existence  and
good standing of the Company;

      2.    a  copy  of the Certificate of Incorporation  of  the
Company,  as amended, and a certificate of the Secretary  of  the
Company that there have been no further amendments thereto;

      3.    a  copy  of the By-laws of the Company,  as  amended,
certified by the Secretary of the Company as presently  being  in
effect;

     4.   votes of the Board of Directors of the Company relating
to  the approval of the 1996 Plan, certified by the Secretary  of
the Company as presently being in effect;


     5.   the 1996 Plan;

      6.    a letter from the Company's transfer agent as to  the
issued  and outstanding shares of Common Stock of the Company  as
of August 5, 1996; and

     7.   the Registration Statement.

      We have, without independent investigation, relied upon the
representations  and  warranties of the  various  parties  as  to
matters of objective fact contained in the Documents.

      In  addition,  this  Firm,  in  rendering  legal  opinions,
customarily  makes  certain assumptions which  are  described  in
Schedule  A hereto.  In the course of our representation  of  the
Company  in  connection with the preparation of the  Registration
Statement, nothing has come to our attention which causes  us  to
believe   that   reliance  upon  any  of  these  assumptions   is
inappropriate, and, with your concurrence, the opinions hereafter
expressed are based upon those assumptions.  The Enumerated Party
referred to in Schedule A is the Company.

      We have not made any independent review or investigation of
orders, judgments, rules or other regulations or decrees by which
the Company or any of its property may be bound, nor have we made
any  independent  investigation as to the existence  of  actions,
suits,   investigations  or  proceedings,  if  any,  pending   or
threatened against the Company.

      With  your concurrence, our opinion hereafter expressed  is
based   solely  upon  (1)  our  review  of  the  Documents,   (2)
discussions  with  those  of  our  attorneys  who  have   devoted
substantive  attention  to the preparation  of  the  Registration
Statement and (3) such review of published sources of law  as  we
have deemed necessary.

     Our opinions contained herein are limited to the laws of the
Commonwealth of Massachusetts, the General Corporation Law of the
State  of  Delaware, and the Federal law of the United States  of
America.

     We express no legal opinion upon any matter other than those
explicitly  addressed  below,  and our  express  opinion  therein
contained shall not be interpreted to be an implied opinion  upon
any other matter.

      Based  upon  and subject to the foregoing, we  are  of  the
opinion  that  the Shares have been duly authorized for  issuance
and  will be validly issued, fully paid, and non-assessable, when
issued  in accordance with the terms and conditions of  the  1996
Plan.

      We  hereby  consent to the reference to this  Firm  in  the
Registration  Statement  and to the filing  of  this  opinion  as
Exhibit (5) to the Registration Statement.

                                   Very truly yours,

                                   BROWN, RUDNICK, FREED & GESMER

                                   By:  Brown, Rudnick, Freed &
                                          Gesmer, P.C., a Partner


                                       By:  /s/ Paul J. Hartnett,
                         Jr.
                                              Paul  J.  Hartnett,
                         Jr., a Member

PJH/PJF/JGN
                           SCHEDULE A

                 BROWN, RUDNICK, FREED & GESMER
                      STANDARD ASSUMPTIONS


      In rendering legal opinions, Brown, Rudnick, Freed & Gesmer
makes certain customary assumptions described below:

1.   Each  natural  person executing any of the  Documents  has
     sufficient legal capacity to enter into such Documents.

2.   Each  Document  is accurate, complete and authentic,  each
     original  is authentic, each copy conforms to an authentic
     original and all signatures are genuine.

3.   All  official  public records are accurate,  complete  and
     properly indexed and filed.

4.   There  has  not  been  any  mutual  mistake  of  fact   or
     misunderstanding, fraud, duress, or undue influence by  or
     among any of the parties to the Documents.

5.   The  conduct of the parties to the Documents has  complied
     in  the  past  and  will comply in  the  future  with  any
     requirement    of   good   faith,   fair    dealing    and
     conscionability.

6.   The   Enumerated  Party  will  obtain  all   permits   and
     governmental approvals required in the future and take all
     actions similarly required relevant to its performance  of
     its obligations under the Documents.

7.   All  parties  to  or bound by the Documents  will  act  in
     accordance  with, and will refrain from taking any  action
     that  is  forbidden  by, the terms and conditions  of  the
     Documents.

8.   There  are  no  agreements  or  understandings  among  the
     parties  to  or bound by the Documents, and  there  is  no
     usage  of  trade  or  course of prior dealing  among  such
     parties, that would define, modify, waive, or qualify  the
     terms of any of the Documents.

                                
                                
                                
                                
                                
                                
                          EXHIBIT 24.1
                                
                                
            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

      As independent public accountants, we hereby
consent to the incorporation by reference in  this
registration   statement  of  our   report   dated
February 2, 1996, included in the Southern  Energy
Homes,  Inc.  Annual Report on Form 10-K  for  the
year   ended  December  29,  1995,  and   to   all
references   to   our  Firm   included   in   this
registration statement.











                                        /s/Arthur Andersen LLP


Birmingham, Alabama

August 6, 1996
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{"company-data": {"conformed-name": "SOUTHERN ENERGY HOMES INC", "cik": "0000896397", "assigned-sic": "2452", "irs-number": "631083246", "state-of-incorporation": "DE", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09869", "film-number": "96607133"}, "business-address": {"street1": "HIGHWAY 41 NORTH", "street2": "P O BOX 269", "city": "ADDISON", "state": "AL", "zip": "35540", "phone": "2057471544"}}
- 9 -

As filed with the Securities and Exchange Commission on August 9, 1996.

Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                      _____________________

                            FORM S-8

                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                      _____________________

                   SOUTHERN ENERGY HOMES, INC.
     (Exact name of registrant as specified in its charter)

         Delaware             .                        63-1083246
 .
State    of    Incorporation                     (IRS    Employer
Identification Number)

     Highway 41 North, P.O. Box 390, Addison, Alabama 35540
       (Address of principal executive offices) (zip code)

                   SOUTHERN ENERGY HOMES, INC.
           1996 Option Plan For Non-Employee Directors
                    (Full title of the Plan)

                 Paul J. Hartnett, Jr., Esquire
                 Brown, Rudnick, Freed & Gesmer
                      One Financial Center
                        Boston, MA  02111
                         (617) 856-8200
    (Name, address and telephone number of agent for service)

                 Calculation of Registration Fee
                             Proposed    Proposed
Title of                     Maximum     Maximum
Securities    Amount         Offering    Aggregate   Amount of
to be         to be          Price       Offering    Registration
Registered    Registered(1)  Per Share   Price       Fee(2)
Common        75,000 shares  $12.75      $956,250    $330
Stock, $.0001
par value

(1)  Also  registered  hereunder are such  additional  number  of
     shares of common stock, presently indeterminable, as may  be
     necessary to satisfy the antidilution provisions of the Plan
     to which this Registration Statement relates.
(2)  The registration fee has been calculated on the basis of the
     closing  price of $12.75 on the Nasdaq National  Market,  on
     August 5, 1996.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents by Reference.

      The  Company  hereby incorporates  by  reference  the
documents listed in (a) through (c) below. In addition, all
documents  subsequently filed by the  Company  pursuant  to
Section  13(a),  13(c),  14 and  15(d)  of  the  Securities
Exchange  Act  of 1934 (the "Exchange Act") (prior  to  the
filing  of a Post-Effective Amendment which indicates  that
all  securities offered have been sold or which deregisters
all securities then remaining unsold) shall be deemed to be
incorporated  by  reference in this Registration  Statement
and  to  be a part hereof from the date of filing  of  such
documents.

      (a) The Company's Annual Report on Form 10-K for  the
fiscal year ended December 31, 1995.

      (b) All other reports filed pursuant to Section 13(a)
or  15(d)  of the Exchange Act since the end of the  fiscal
year  covered by the annual report, the Prospectus, or  the
effective Registration Statement referred to in (a) above.

      (c)  The  description of the Company's  Common  Stock
which  is contained in the Prospectus dated March 12, 1993,
included in the Company's Registration Statement on Form S-
1  (Registration No. 33-57420) filed by the  Company  under
the  Securities  Act  of 1933, which  was  incorporated  by
reference in Item 1 of the Company's Registration Statement
on  Form  8-A filed by the Company under the Exchange  Act,
including any amendment or report filed for the purpose  of
updating such description.

          The audited consolidated financial statements  of
the Company incorporated herein by reference should only be
read  in  conjunction with the discussion of legal  matters
noted in footnote 6 to the financial statements included in
the  Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 29, 1996.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

      Article  ELEVENTH of the Certificate of Incorporation
of the Company provides as follows:

       No  Director  shall  be  personally  liable  to  the
Corporation  or its stockholders for monetary  damages  for
breach of fiduciary duty as a Director notwithstanding  any
provision   of  law  imposing  such  liability;   provided,
however,  that,  to the extent provided by applicable  law,
this  provision  shall not eliminate  the  liability  of  a
Director  (i)  for  any breach of the  Director's  duty  of
loyalty  to the Corporation or its stockholders,  (ii)  for
acts  or  omissions  not  in good faith  or  which  involve
intentional misconduct or a knowing violation of law, (iii)
under  Section  174  of  the  General  Corporation  Law  of
Delaware,  or  (iv)  for  any transaction  from  which  the
Director derived an improper personal benefit. No amendment
to  or repeal of this provision shall apply to or have  any
effect  on  the  liability  or  alleged  liability  of  any
Director  for  or with respect to any acts or omissions  of
such Director occurring prior to such amendment or repeal.

      Section  145 of the General Corporation  Law  of  the
State of Delaware permits the indemnification and insurance
of  the  corporation's directors and officers under certain
circumstances.

      Article 10 of the By-laws of the Company provides  as
follows:

                           ARTICLE 10
                         INDEMNIFICATION

      Section  10.1  Third Party Actions.  The  Corporation
shall  indemnify any person who was or is  a  party  or  is
threatened to be made a party to any threatened, pending or
completed  action,  suit  or  proceeding,  whether   civil,
criminal,  administrative or investigative (other  than  an
action by or in the right of the Corporation) by reason  of
the fact that he is or was a Director, officer, employee or
agent  of  the  Corporation, or is or was  serving  at  the
request of the Corporation as a director, officer, employee
or   agent  of  another  corporation,  partnership,   joint
venture,   trust  or  other  enterprise,  against  expenses
(including  attorneys' fees), judgments, fines and  amounts
paid in settlement actually and reasonably incurred by  him
in  connection with such action, suit or proceeding  if  he
acted  in good faith and in a manner he reasonably believed
to  be  in  or  not  opposed to the best interests  of  the
Corporation,  and, with respect to any criminal  action  or
proceeding, had no reasonable cause to believe his  conduct
was  unlawful.   The  termination of any  action,  suit  or
proceeding  by judgment, order, settlement, conviction,  or
upon  plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act
in  good faith and in a manner which he reasonably believed
to  be  in  or  not  opposed to the best interests  of  the
Corporation,  and, with respect to any criminal  action  or
proceeding,  had  reasonable  cause  to  believe  that  his
conduct was unlawful.

      Section  10.2   Derivative Actions.  The  Corporation
shall  indemnify any person who was or is  a  party  or  is
threatened to be made a party to any threatened, pending or
completed  action  or  suit by  or  in  the  right  of  the
Corporation to procure a judgment in its favor by reason of
the fact that he is or was a Director, officer, employee or
agent  of  the  Corporation, or is or was  serving  at  the
request of the Corporation as a director, officer, employee
or   agent  of  another  corporation,  partnership,   joint
venture,   trust  or  other  enterprise  against   expenses
(including   attorneys'  fees)  actually   and   reasonably
incurred   by  him  in  connection  with  the  defense   or
settlement of such action or suit if he acted in good faith
and  in  a  manner he reasonably believed to be in  or  not
opposed  to  the best interests of the Corporation,  except
that  no  indemnification shall be made in respect  of  any
claim,  issue or matter as to which such person shall  have
been adjudged to be liable for negligence or misconduct  in
the  performance of his duty to the Corporation unless  and
only  to the extent that the Court of Chancery or the court
in  which  such action or suit was brought shall  determine
upon   application  that,  despite  the   adjudication   of
liability but in view of all the circumstances of the case,
such  person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other
court shall deem proper.

       Section  10.3   Expenses.   To  the  extent  that  a
Director, officer, employee or agent of the Corporation has
been  successful on the merits or otherwise in  defense  of
any action, suit or proceeding referred to in Sections 10.1
and  10.2,  or  in  defense of any claim, issue  or  matter
therein,   he   shall  be  indemnified   against   expenses
(including   attorneys'  fees)  actually   and   reasonably
incurred by him in connection therewith.

      Section  10.4   Authorization.   Any  indemnification
under  Sections 10.1 and 10.2 (unless ordered by  a  court)
shall be made by the Corporation only as authorized in  the
specific case upon a determination that indemnification  of
the  Director, officer, employee or agent is proper in  the
circumstances because he has met the applicable standard of
conduct   set  forth  in  Sections  10.1  and  10.2.   Such
determination shall be made (a) by the Board  of  Directors
by  a majority vote of a quorum consisting of Directors who
were not parties to such action, suit or proceeding, or (b)
if  such a quorum is not obtainable, or, even if obtainable
a   quorum  of  disinterested  Directors  so  directs,   by
independent legal counsel in a written opinion, or  (c)  by
the stockholders.

      Section  10.5  Advance Payment of Expenses.  Expenses
incurred by an officer or Director in defending a civil  or
criminal  action, suit or proceeding may  be  paid  by  the
Corporation  in  advance of the final disposition  of  such
action,  suit or proceeding as authorized by the  Board  of
Directors  in  the  specific  case  upon  receipt   of   an
undertaking by or on behalf of such officer or Director  to
repay  such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation as
authorized  in this Article 10.  Such expenses incurred  by
other  employees and agents may be so paid upon such  terms
and  conditions,  if any, as the Board of  Directors  deems
appropriate.

      Section 10.6  Non-Exclusiveness.  The indemnification
provided  by this Article 10 shall not be deemed  exclusive
of  any other rights to which those seeking indemnification
may  be  entitled  under  any by-law,  agreement,  vote  of
stockholders or disinterested Directors or otherwise,  both
as  to action in his official capacity and as to action  in
another  capacity  while  holding such  office,  and  shall
continue  as  to a person who has ceased to be a  Director,
officer,  employee or agent and shall inure to the  benefit
of  the  heirs,  executors  and administrators  of  such  a
person.

      Section 10.7  Insurance.  The Corporation shall  have
power  to purchase and maintain insurance on behalf of  any
person who is or was a Director, officer, employee or agent
of  the Corporation, or is or was serving at the request of
the  Corporation as a director, officer, employee or  agent
of  another corporation, partnership, joint venture,  trust
or  other enterprise against any liability asserted against
him  and  incurred by him in any such capacity, or  arising
out  of  his status as such, whether or not the Corporation
would  have  the  power  to  indemnify  him  against   such
liability under the provisions of this Article 10.

       Section   10.8    Constituent   Corporations.    The
Corporation shall have power to indemnify any person who is
or  was  a  director,  officer,  employee  or  agent  of  a
constituent  corporation absorbed  in  a  consolidation  or
merger with this Corporation or is or was servicing at  the
request  of  such constituent corporation  as  a  director,
officer,   employee   or  agent  of  another   corporation,
partnership,  joint venture, trust or other enterprise,  in
the  same manner as hereinabove provided for any person who
is  or  was a Director, officer, employee or agent  of  the
Corporation,  or is or was serving at the  request  of  the
Corporation  as a director, officer, employee or  agent  of
another  corporation, partnership, joint venture, trust  or
other enterprise.

     Section 10.9  Additional Indemnification.  In addition
to  the  foregoing  provisions  of  this  Article  10,  the
Corporation  shall  have  the power,  to  the  full  extent
provided  by law, to indemnify any person for  any  act  or
omission of such person against all loss, cost, damage  and
expense  (including  attorneys' fees)  if  such  person  is
determined  (in  the  manner  prescribed  in  Section  10.4
hereof)  to  have acted in good faith and in  a  manner  he
reasonably believed to be in, or not opposed to,  the  best
interest of the Corporation.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

Number   Description

           4.1  Certificate of Incorporation of the Registrant -
           -   Filed   as   Exhibit  3.1  to  the   Registrant's
           Registration  Statement on Form  S-1  (File  No.  33-
           57420).*

           4.2   By-Laws of the Registrant -- Filed  as  Exhibit
           3.2  to  the  Registrant's Registration Statement  on
           Form S-1 (File No. 33-57420).*

           4.3   Specimen  of  Stock  Certificate  --  Filed  as
           Exhibit   4.1   to   the  Registrant's   Registration
           Statement on Form S-1 (File No. 33-57420).*

           5    Legal Opinion of Brown, Rudnick, Freed & Gesmer

           24.1 Consent of Arthur Andersen LLP

           24.2  Consent of Brown, Rudnick, Freed  &  Gesmer  is
           included  in their legal opinion filed as  Exhibit  5
           hereof.

           99   Southern Energy Homes, Inc. 1996 Option Plan For
           Non-Employee Directors -- filed as Exhibit  10.20  to
           Registrant's 1995 Annual Report on Form 10-K.*
______________

* Not  filed  herewith.  In accordance with Rule 411  promulgated
  pursuant  to the Securities Act of 1933, as amended,  reference
  is  made to the documents previously filed with the Commission,
  which are incorporated by reference herein.

Item 9.  Undertakings.

    (a)  The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or
sales  are being made, a post-effective amendment  to  this
registration statement to include any material  information
with  respect  to the plan of distribution  not  previously
disclosed  in  the registration statement or  any  material
change to such information in the registration statement.

           (2)    That,  for  the  purpose  of  determining
liability  under  the  Securities  Act,  each  such   post-
effective   amendment  shall  be  deemed  to   be   a   new
registration  statement relating to the securities  offered
therein,  and the offering of such securities at that  time
shall  be  deemed  to  be the initial  bona  fide  offering
thereof.

          (3)   To remove from registration by means  of  a
post-effective  amendment  any  of  the  securities   being
registered  which remain unsold at the termination  of  the
offering.

    (b)  The undersigned Registrant hereby undertakes that,
for   purposes  of  determining  any  liability  under  the
Securities  Act  of 1933, each filing of  the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed  to
be  a new registration statement relating to the securities
offered  therein,  and the offering of such  securities  at
that  time  shall  be deemed to be the  initial  bona  fide
offering thereof.

    (c)  Insofar as indemnification for liabilities arising
under  the  Securities  Act of 1933  may  be  permitted  to
directors,   officers  and  controlling  persons   of   the
Registrant   pursuant  to  the  foregoing  provisions,   or
otherwise,  the  Registrant has been advised  that  in  the
opinion  of  the  Securities and Exchange  Commission  such
indemnification  is against public policy as  expressed  in
the  Act  and is, therefore, unenforceable.  In  the  event
that  a  claim for indemnification against such liabilities
(other  than  the  payment by the  Registrant  of  expenses
incurred  or  paid  by a director, officer  or  controlling
person  of the Registrant in the successful defense of  any
action,  suit or proceeding) is asserted by such  director,
officer  or  controlling  person  in  connection  with  the
securities being registered, the Registrant will, unless in
the  opinion of its counsel the matter has been settled  by
controlling  precedent, submit to a  court  of  appropriate
jurisdiction  the question whether such indemnification  by
it  is  against public policy as expressed in the  Act  and
will be governed by the final adjudication of such issue.

                           SIGNATURES

      Pursuant to the requirements of the Securities Act  of
1933,  the  Registrant  certifies  that  it  has  reasonable
grounds to believe that it meets all of the requirements for
filing  on  Form  S-8 and has duly caused this  Registration
Statement  to  be  signed on its behalf by the  undersigned,
thereunto duly authorized, in the City of Addison, State  of
Alabama, on August 7, 1996.

                                  SOUTHERN ENERGY HOMES, INC.

                                  By: /s/Wendell T. Batchelor
                                        Wendell T. Batchelor
                                        President and Chief
                                        Executive Officer

     Pursuant to the requirements of the Securities  Act  of
1933,  this  Registration Statement has been signed  by  the
following  persons  in  the  capacities  and  on  the  dates
indicated.

Signature                    Title                      Date

/s/Jonathan O. Lee           Chairman of the Board      August 7, 1996
Jonathan O. Lee              and Director

/s/Wendell L. Batchelor      President, Chief           August 7, 1996
Wendell L. Batchelor         Executive Officer and
                             Director (Principal
                             Executive Officer)

/s/Keith W. Brown            Chief Financial            August 7, 1996
Keith W. Brown               Officer, Treasurer,
                             Secretary and Director
                             (Principal Financial
                             and Accounting Officer)

/s/Johnny R. Long            Vice President and         August 7, 1996
Johnny R. Long               Director

/s/Paul J. Evanson           Director                   August 7, 1996
Paul J. Evanson

/s/Joseph J. Incandela       Director                   August 7, 1996
Joseph J. Incandela

                        INDEX TO EXHIBITS

Exhibit
Number

           4.1   Certificate  of Incorporation  of
           the  Registrant - Filed as Exhibit  3.1
           to    the   Registrant's   Registration
           Statement  on  Form S-1 (File  No.  33-
           57420).*

           4.2   By-Laws of the Registrant - Filed
           as  Exhibit  3.2  to  the  Registrant's
           Registration  Statement  on  Form   S-1
           (File No. 33-57420).*

           4.3   Specimen  of Stock Certificate  -
           Filed    as   Exhibit   4.1   to    the
           Registrant's Registration Statement  on
           Form S-1 (File No. 33-57420).*

           5     Legal  Opinion of Brown, Rudnick,
           Freed & Gesmer

           24.1 Consent of Arthur Andersen LLP

           24.2 Consent of Brown, Rudnick, Freed &
           Gesmer  is  included  in  their   legal
           opinion filed as Exhibit 5 hereof.

           99    Southern Energy Homes, Inc.  1996
           Option  Plan For Non-Employee Directors
           --    filed   as   Exhibit   10.20   to
           Registrant's 1995 Annual Report on Form
           10-K.*
______________

* Not filed herewith.  In accordance with Rule 411
  promulgated  pursuant to the Securities  Act  of
  1933,  as  amended, reference  is  made  to  the
  documents  previously filed with the Commission,
  which are incorporated by reference herein.

                            EXHIBIT 5
                                   
                                   
                                   
                              August 9, 1996

Southern Energy Homes, Inc.
Highway 41 North
P.O. Box 390
Addison, AL  35540

     Re:  Southern Energy Homes, Inc.
          Registration Statement on Form S-8

Gentlemen:

      We  are counsel for Southern Energy Homes, Inc., a Delaware
corporation (the "Company").  We have been asked to deliver  this
opinion  in connection with the preparation and filing  with  the
Securities  and Exchange Commission under the Securities  Act  of
1933, as amended (the "Act"), of a Registration Statement on Form
S-8  (the "Registration Statement") relating to 75,000 shares  of
the Company's Common Stock, $.0001 par value (the "Shares").  The
Shares  are  issuable pursuant to the Company's 1996 Option  Plan
for  Non-Employee  Directors  (the "1996  Plan").   This  opinion
letter,  together with Schedule A attached hereto  (the  "Opinion
Letter"), is being rendered in connection with the filing of  the
Registration Statement.

     In connection with this Opinion Letter, we have examined and
are  familiar  with originals or copies, certified  or  otherwise
identified  to  our  satisfaction,  of  the  following  documents
(collectively, the "Documents"):

      1.   a certificate from the Secretary of State of the State
of  Delaware  dated August 6, 1996 as to the legal existence  and
good standing of the Company;

      2.    a  copy  of the Certificate of Incorporation  of  the
Company,  as amended, and a certificate of the Secretary  of  the
Company that there have been no further amendments thereto;

      3.    a  copy  of the By-laws of the Company,  as  amended,
certified by the Secretary of the Company as presently  being  in
effect;

     4.   votes of the Board of Directors of the Company relating
to  the approval of the 1996 Plan, certified by the Secretary  of
the Company as presently being in effect;

     5.   the 1996 Plan;

      6.    a letter from the Company's transfer agent as to  the
issued  and outstanding shares of Common Stock of the Company  as
of August 5, 1996; and

     7.   the Registration Statement.

      We have, without independent investigation, relied upon the
representations  and  warranties of the  various  parties  as  to
matters of objective fact contained in the Documents.

      In  addition,  this  Firm,  in  rendering  legal  opinions,
customarily  makes  certain assumptions which  are  described  in
Schedule  A hereto.  In the course of our representation  of  the
Company  in  connection with the preparation of the  Registration
Statement, nothing has come to our attention which causes  us  to
believe   that   reliance  upon  any  of  these  assumptions   is
inappropriate, and, with your concurrence, the opinions hereafter
expressed are based upon those assumptions.  The Enumerated Party
referred to in Schedule A is the Company.

      We have not made any independent review or investigation of
orders, judgments, rules or other regulations or decrees by which
the Company or any of its property may be bound, nor have we made
any  independent  investigation as to the existence  of  actions,
suits,   investigations  or  proceedings,  if  any,  pending   or
threatened against the Company.

      With  your concurrence, our opinion hereafter expressed  is
based   solely  upon  (1)  our  review  of  the  Documents,   (2)
discussions  with  those  of  our  attorneys  who  have   devoted
substantive  attention  to the preparation  of  the  Registration
Statement and (3) such review of published sources of law  as  we
have deemed necessary.

     Our opinions contained herein are limited to the laws of the
Commonwealth of Massachusetts, the General Corporation Law of the
State  of  Delaware, and the Federal law of the United States  of
America.

     We express no legal opinion upon any matter other than those
explicitly  addressed  below,  and our  express  opinion  therein
contained shall not be interpreted to be an implied opinion  upon
any other matter.

      Based  upon  and subject to the foregoing, we  are  of  the
opinion  that  the Shares have been duly authorized for  issuance
and  will be validly issued, fully paid, and non-assessable, when
issued  in accordance with the terms and conditions of  the  1996
Plan.

      We  hereby  consent to the reference to this  Firm  in  the
Registration  Statement  and to the filing  of  this  opinion  as
Exhibit (5) to the Registration Statement.

                                   Very truly yours,

                                   BROWN, RUDNICK, FREED & GESMER

                                   By:  Brown, Rudnick, Freed &
                                          Gesmer, P.C., a Partner

                                       By:  /s/ Paul J. Hartnett,
                         Jr.
                                              Paul  J.  Hartnett,
                         Jr., a Member

PJH/PJF/JGN
                           SCHEDULE A

                 BROWN, RUDNICK, FREED & GESMER
                      STANDARD ASSUMPTIONS

      In rendering legal opinions, Brown, Rudnick, Freed & Gesmer
makes certain customary assumptions described below:

1.   Each  natural  person executing any of the  Documents  has
     sufficient legal capacity to enter into such Documents.

2.   Each  Document  is accurate, complete and authentic,  each
     original  is authentic, each copy conforms to an authentic
     original and all signatures are genuine.

3.   All  official  public records are accurate,  complete  and
     properly indexed and filed.

4.   There  has  not  been  any  mutual  mistake  of  fact   or
     misunderstanding, fraud, duress, or undue influence by  or
     among any of the parties to the Documents.

5.   The  conduct of the parties to the Documents has  complied
     in  the  past  and  will comply in  the  future  with  any
     requirement    of   good   faith,   fair    dealing    and
     conscionability.

6.   The   Enumerated  Party  will  obtain  all   permits   and
     governmental approvals required in the future and take all
     actions similarly required relevant to its performance  of
     its obligations under the Documents.

7.   All  parties  to  or bound by the Documents  will  act  in
     accordance  with, and will refrain from taking any  action
     that  is  forbidden  by, the terms and conditions  of  the
     Documents.

8.   There  are  no  agreements  or  understandings  among  the
     parties  to  or bound by the Documents, and  there  is  no
     usage  of  trade  or  course of prior dealing  among  such
     parties, that would define, modify, waive, or qualify  the
     terms of any of the Documents.

                                
                                
                                
                                
                                
                                
                          EXHIBIT 24.1
                                
                                
            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

      As independent public accountants, we hereby
consent to the incorporation by reference in  this
registration   statement  of  our   report   dated
February 2, 1996, included in the Southern  Energy
Homes,  Inc.  Annual Report on Form 10-K  for  the
year   ended  December  29,  1995,  and   to   all
references   to   our  Firm   included   in   this
registration statement.

                                        /s/Arthur Andersen LLP

Birmingham, Alabama

August 6, 1996