As filed with the Securities and Exchange Commission on March 27, 1997. 

                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             PALM HARBOR HOMES, INC.
             (Exact Name of Registrant as Specified in its Charter)


              FLORIDA                                      59-1036634
  (State or Other Jurisdiction of                       (I.R.S. Employer
  Incorporation or Organization)                     Identification Number)

       15303 DALLAS PARKWAY                                  75248
             SUITE 800                                     (Zip Code)
           DALLAS, TEXAS
       (Address of Principal
        Executive Officers)

                  PALM HARBOR HOMES, INC. EMPLOYEE SAVINGS PLAN
                            (Full Title of the Plan)

                                    LEE POSEY
                            CHAIRMAN OF THE BOARD AND
                             CHIEF EXECUTIVE OFFICER
                             PALM HARBOR HOMES, INC.
                              15303 DALLAS PARKWAY
                                    SUITE 800
                               DALLAS, TEXAS 75248
                     (Name and Address of Agent for Service)

                                 (972) 991-2422
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                               GINA E. BETTS, ESQ.
                           LIDDELL, SAPP, ZIVLEY, HILL
                                & LaBOON, L.L.P.
                           2200 ROSS AVENUE, SUITE 900
                               DALLAS, TEXAS 75201

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                              Proposed             Proposed
                                              Maximum              Maximum                 Amount of
Tile of Securities to be   Amount to be    Offering Price          Aggregate             Registration
registered (1)              Registered       Per Share         Offering Price (2)           Fee (3)
--------------              ----------       ---------         ------------------           -------
<S>                           <C>              <C>                 <C>                     <C>
Common Stock, par              N/A              N/A                $10,000,000              $3,031
value $0.01 per share
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described  herein.
     (2) Estimated solely for the purpose of determining the  registration  fee.
     (3) Calculated pursuant to Rule 457(o).


<PAGE>



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

Not filed as part of this Registration  Statement  pursuant to Note to Part 1 of
Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not filed as part of this Registration  Statement  pursuant to Note to Part 1 of
Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following  documents of the Registrant  heretofore filed with the Securities
and Exchange  Commission  (the  "Commission")  are hereby  incorporated  in this
Registration Statement by reference:

          (1) The  Registrant's  latest annual report filed  pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange  Act") or latest  prospectus  filed  pursuant to Rule 424(b)
          under the Securities Act of 1933, as amended (the  "Securities  Act"),
          that contains audited financial statements for the Registrant's latest
          fiscal year for which such statements have been filed.

          (2) 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  Registrant's
          latest annual report or prospectus referred to in (a) above.

          (3) The description of the Registrant's  Common Stock contained in the
          Registrant's  Registration  Statement  on Form  8-A,  filed  with  the
          Commission  on June 6, 1995,  filed  pursuant to Section  12(g) of the
          Exchange  Act,  together  with any  amendment or report filed with the
          Commission for the purpose of updating such description.

All reports and other documents  subsequently  filed by the Registrant or by the
Plan  pursuant  to  Sections  13(a) and (c),  14 and 15(d) of the  Exchange  Act
(including   the  Plan's  latest  annual  report)  prior  to  the  filing  of  a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which  deregisters all such  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 reports and documents.

Any statement  contained  herein or in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
earlier statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant has authority under Section 607.0850 of the Florida Business
Corporation  Act to indemnify its directors and officers to the extent  provided
for in such statute. The Registrant's Restated Articles of Incorporation provide
that the  Registrant  shall  indemnify its officers and directors to the fullest
extent  permitted by law. The Registrant has also entered into an agreement with
each of its  directors  and  certain  of its  officers  wherein it has agreed to
indemnify each of them to the fullest extent permitted by law.

                                     II - 1


<PAGE>



     The  provisions  of the Florida  Business  Corporation  Act that  authorize
indemnification  do not  eliminate  the  duty  of  care  as a  director,  and in
appropriate  circumstances  equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of criminal
law, unless the director has reasonable  cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful;  (b) deriving an
improper personal benefit from a transaction;  (c) voting for or assenting to an
unlawful distribution; and (d) willful misconduct or conscious disregard for the
best  interests  of the  Registrant  in a  proceeding  by or in the right of the
Registrant  to procure a judgment in its favor or in a  proceeding  by or in the
right  of  a   shareholder.   The   statute   does  not   affect  a   director's
responsibilities under any other law, such as the federal securities laws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibit is filed herewith:

23.1 Consent of Ernst & Young LLP.

The Company shall submit or has submitted the Plan and any amendment  thereto to
the  Internal  Revenue  Service  (the "IRS") in a timely  manner and to make all
changes  required by the IRS in order to qualify  the Plan under  Section 401 of
the Internal Revenue Code.

ITEM 9. UNDERTAKINGS.

          (1)  The undersigned Registrant hereby undertakes:

               (a)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this registration
                    statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the  registration  statement.  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high and
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more than a 20 percent change in the maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  registration
                         statement; and

                    (iii)To include  any  material  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.

               (b)  That, for the purpose of determining any 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.

               (c)  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.

          (2)  The undersigned  Registrant  hereby undertakes that, for purposes
               of  determining  any  liability  under the  Securities  Act, each
               filing of the  Registrant's  annual  report  pursuant  to Section
               13(a) or Section  15(d) of the Exchange Act 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.

          (3)  Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act  may be  permitted  to  directors,  officers  and
               controlling

                                     II - 2


<PAGE>



               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.



                                     II - 3


<PAGE>



                                   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 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 Dallas,  State of Texas,  on this 21st day of March,
1997.


                                                      PALM HARBOR HOMES, INC.


                                                           /s/ Lee Posey
                                                             Lee Posey
                                                     Chairman of the Board and
                                                      Chief Executive Officer


Each person whose signature appears below constitutes and appoints Lee Posey and
Kelly Tacke, and each of them, his true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution,  severally, for him and
in his name,  place and stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with  all  exhibits  thereto  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as fully to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and  agents,  or any of them or  their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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.

<TABLE>
<CAPTION>

Signature                                        Title                             Date
---------                                        -----                             ----
<S>                                  <C>                                       <C>
/s/ Lee Posey                        Chairman of the Board and Chief
--------------
Lee Posey                            Executive Officer                         March 21, 1997

/s/ Kelly Tacke                      Vice President - Finance and Chief
-------------------
Kelly Tacke                          Financial Officer                         March 21, 1997

/s/ William R. Thomas
---------------------
William R. Thomas                    Director                                  March 21, 1997

/s/ John H. Wilson
------------------
John H. Wilson                       Director                                  March 21, 1997

/s/ Larry H. Keener
-------------------
Larry H. Keener                      Director                                  March 21, 1997

/s/ A. Gary Shilling
--------------------
A. Gary Shilling                     Director                                  March 21, 1997

/s/ Walter D. Rosenberg
-----------------------
Walter D. Rosenberg                  Director                                  March 21, 1997

/s/ Frederick R. Meyer
----------------------
Frederick R. Meyer                   Director                                  March 21, 1997


                                     II - 4


<PAGE>




/s/ Scott W. Chaney                  Director                                  March 21, 1997
-------------------
Scott W. Chaney
</TABLE>


Pursuant to the  requirements  of the Securities Act of 1933, the trustee of the
Palm Harbor Homes,  Inc. Employee Savings Plan has duly caused this Registration
Statement to be signed on behalf of the Plan by the undersigned,  thereunto duly
authorized in the City of Covington, State of Kentucky, on March 21, 1997.


FIDELITY MANAGEMENT TRUST COMPANY



By: /s/ Wayne Isaacs
    Wayne Isaacs


                                     II - 5


<PAGE>



                                  EXHIBIT INDEX


EXHIBIT
NUMBER                     DESCRIPTION

23.1                       Consent of Ernst & Young LLP.


                                     II - 6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17812}]
{"company-data": {"conformed-name": "PALM HARBOR HOMES INC /FL/", "cik": "0000923473", "assigned-sic": "2452", "irs-number": "591036634", "state-of-incorporation": "FL", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24135", "film-number": "97566939"}, "business-address": {"street1": "15303 DALLAS PKWY", "street2": "STE 800", "city": "DALLAS", "state": "TX", "zip": "75248", "phone": "2149912422"}, "mail-address": {"street1": "15303 DALLAS PARKWAY", "street2": "STE 800", "city": "DALLAS", "state": "TX", "zip": "75248"}}
As filed with the Securities and Exchange Commission on March 27, 1997. 

                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             PALM HARBOR HOMES, INC.
             (Exact Name of Registrant as Specified in its Charter)

              FLORIDA                                      59-1036634
  (State or Other Jurisdiction of                       (I.R.S. Employer
  Incorporation or Organization)                     Identification Number)

       15303 DALLAS PARKWAY                                  75248
             SUITE 800                                     (Zip Code)
           DALLAS, TEXAS
       (Address of Principal
        Executive Officers)

                  PALM HARBOR HOMES, INC. EMPLOYEE SAVINGS PLAN
                            (Full Title of the Plan)

                                    LEE POSEY
                            CHAIRMAN OF THE BOARD AND
                             CHIEF EXECUTIVE OFFICER
                             PALM HARBOR HOMES, INC.
                              15303 DALLAS PARKWAY
                                    SUITE 800
                               DALLAS, TEXAS 75248
                     (Name and Address of Agent for Service)

                                 (972) 991-2422
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                               GINA E. BETTS, ESQ.
                           LIDDELL, SAPP, ZIVLEY, HILL
                                & LaBOON, L.L.P.
                           2200 ROSS AVENUE, SUITE 900
                               DALLAS, TEXAS 75201

                         CALCULATION OF REGISTRATION FEE
Proposed             Proposed
                                              Maximum              Maximum                 Amount of
Tile of Securities to be   Amount to be    Offering Price          Aggregate             Registration
registered (1)              Registered       Per Share         Offering Price (2)           Fee (3)
--------------              ----------       ---------         ------------------           -------
Common Stock, par              N/A              N/A                $10,000,000              $3,031
value $0.01 per share
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described  herein.
     (2) Estimated solely for the purpose of determining the  registration  fee.
     (3) Calculated pursuant to Rule 457(o).
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

Not filed as part of this Registration  Statement  pursuant to Note to Part 1 of
Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not filed as part of this Registration  Statement  pursuant to Note to Part 1 of
Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following  documents of the Registrant  heretofore filed with the Securities
and Exchange  Commission  (the  "Commission")  are hereby  incorporated  in this
Registration Statement by reference:

          (1) The  Registrant's  latest annual report filed  pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange  Act") or latest  prospectus  filed  pursuant to Rule 424(b)
          under the Securities Act of 1933, as amended (the  "Securities  Act"),
          that contains audited financial statements for the Registrant's latest
          fiscal year for which such statements have been filed.

          (2) 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  Registrant's
          latest annual report or prospectus referred to in (a) above.

          (3) The description of the Registrant's  Common Stock contained in the
          Registrant's  Registration  Statement  on Form  8-A,  filed  with  the
          Commission  on June 6, 1995,  filed  pursuant to Section  12(g) of the
          Exchange  Act,  together  with any  amendment or report filed with the
          Commission for the purpose of updating such description.

All reports and other documents  subsequently  filed by the Registrant or by the
Plan  pursuant  to  Sections  13(a) and (c),  14 and 15(d) of the  Exchange  Act
(including   the  Plan's  latest  annual  report)  prior  to  the  filing  of  a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which  deregisters all such  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 reports and documents.

Any statement  contained  herein or in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
earlier statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant has authority under Section 607.0850 of the Florida Business
Corporation  Act to indemnify its directors and officers to the extent  provided
for in such statute. The Registrant's Restated Articles of Incorporation provide
that the  Registrant  shall  indemnify its officers and directors to the fullest
extent  permitted by law. The Registrant has also entered into an agreement with
each of its  directors  and  certain  of its  officers  wherein it has agreed to
indemnify each of them to the fullest extent permitted by law.

                                     II - 1
The  provisions  of the Florida  Business  Corporation  Act that  authorize
indemnification  do not  eliminate  the  duty  of  care  as a  director,  and in
appropriate  circumstances  equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of criminal
law, unless the director has reasonable  cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful;  (b) deriving an
improper personal benefit from a transaction;  (c) voting for or assenting to an
unlawful distribution; and (d) willful misconduct or conscious disregard for the
best  interests  of the  Registrant  in a  proceeding  by or in the right of the
Registrant  to procure a judgment in its favor or in a  proceeding  by or in the
right  of  a   shareholder.   The   statute   does  not   affect  a   director's
responsibilities under any other law, such as the federal securities laws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibit is filed herewith:

23.1 Consent of Ernst & Young LLP.

The Company shall submit or has submitted the Plan and any amendment  thereto to
the  Internal  Revenue  Service  (the "IRS") in a timely  manner and to make all
changes  required by the IRS in order to qualify  the Plan under  Section 401 of
the Internal Revenue Code.

ITEM 9. UNDERTAKINGS.

          (1)  The undersigned Registrant hereby undertakes:

               (a)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this registration
                    statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the  registration  statement.  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high and
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more than a 20 percent change in the maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  registration
                         statement; and

                    (iii)To include  any  material  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.

               (b)  That, for the purpose of determining any 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.

               (c)  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.

          (2)  The undersigned  Registrant  hereby undertakes that, for purposes
               of  determining  any  liability  under the  Securities  Act, each
               filing of the  Registrant's  annual  report  pursuant  to Section
               13(a) or Section  15(d) of the Exchange Act 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.

          (3)  Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act  may be  permitted  to  directors,  officers  and
               controlling

                                     II - 2
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.

                                     II - 3
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 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 Dallas,  State of Texas,  on this 21st day of March,
1997.

                                                      PALM HARBOR HOMES, INC.

                                                           /s/ Lee Posey
                                                             Lee Posey
                                                     Chairman of the Board and
                                                      Chief Executive Officer

Each person whose signature appears below constitutes and appoints Lee Posey and
Kelly Tacke, and each of them, his true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution,  severally, for him and
in his name,  place and stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with  all  exhibits  thereto  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as fully to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and  agents,  or any of them or  their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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/ Lee Posey                        Chairman of the Board and Chief
--------------
Lee Posey                            Executive Officer                         March 21, 1997

/s/ Kelly Tacke                      Vice President - Finance and Chief
-------------------
Kelly Tacke                          Financial Officer                         March 21, 1997

/s/ William R. Thomas
---------------------
William R. Thomas                    Director                                  March 21, 1997

/s/ John H. Wilson
------------------
John H. Wilson                       Director                                  March 21, 1997

/s/ Larry H. Keener
-------------------
Larry H. Keener                      Director                                  March 21, 1997

/s/ A. Gary Shilling
--------------------
A. Gary Shilling                     Director                                  March 21, 1997

/s/ Walter D. Rosenberg
-----------------------
Walter D. Rosenberg                  Director                                  March 21, 1997

/s/ Frederick R. Meyer
----------------------
Frederick R. Meyer                   Director                                  March 21, 1997

                                     II - 4
/s/ Scott W. Chaney                  Director                                  March 21, 1997
-------------------
Scott W. Chaney
Pursuant to the  requirements  of the Securities Act of 1933, the trustee of the
Palm Harbor Homes,  Inc. Employee Savings Plan has duly caused this Registration
Statement to be signed on behalf of the Plan by the undersigned,  thereunto duly
authorized in the City of Covington, State of Kentucky, on March 21, 1997.

FIDELITY MANAGEMENT TRUST COMPANY

By: /s/ Wayne Isaacs
    Wayne Isaacs

                                     II - 5
EXHIBIT INDEX

EXHIBIT
NUMBER                     DESCRIPTION

23.1                       Consent of Ernst & Young LLP.

                                     II - 6