As filed with the Securities and Exchange Commission on January 15, 1997
                                                      Registration No. 33-86232


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

                                 AMENDMENT NO. 1
                                       to
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

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

   Delaware                                                     63-0949734
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

          Highway 41 North
         and Cavalier Road
          Addison, Alabama                                         35540
(Address of Principal Executive Offices)                         (Zip Code)

                 CAVALIER HOMES, INC. 1993 AMENDED AND RESTATED
                     NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)
                               -------------------

                                BARRY B. DONNELL
                           600 First Wichita Building
                           Wichita Falls, Texas 76301
                     (Name and address of agent for service)

                                 (817) 723-5523
        (Telephone number, including area code, of agent for service)

                                 with a copy to:

                                 JOHN B. GRENIER
                         Bradley Arant Rose & White LLP
                           2001 Park Place, Suite 1400
                            Birmingham, Alabama 35203
                                 (205) 521-8000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                                                  <C>            <C>                 <C>                <C>             
---------------------------------------------------- -------------- ------------------- ------------------ ----------------

                    Title of                                             Proposed        Proposed maximum
                  securities to                       Amount to be   maximum offering   aggregate offering     Amount of
                  be registered                       registered(1)   price per share          price       registration fee
==================================================== ============== =================== ================== ----------------

Common Stock, $0.10 par value                        218,750 shares     $10.625(2)       $2,324,218.75(2)     $704.31(2)
==================================================== ============== =================== ================== ----------------
(1)  Reflects additional securities being registered for issuance under the plan.
(2)  Calculated pursuant to Rule 457(h)(1).

</TABLE>


<PAGE>


         This Amendment No. 1 to that certain Registration Statement on Form S-8
(Registration  No.  33-86232) of Cavalier  Homes,  Inc., a Delaware  corporation
("Registrant"),   filed  with  the  Securities  and  Exchange   Commission  (the
"Commission") on November 10, 1994 (the  "Registration  Statement") with respect
to the Cavalier  Homes,  Inc.  1993 Amended and Restated  Nonemployee  Directors
Stock Option Plan (the "Plan"), registers an additional 218,750 shares of common
stock,  par value  $0.10 per share,  of the  Registrant  (the  "Common  Stock"),
resulting  in an  increase  in the  total  number  of  shares  of  Common  Stock
registered  for  issuance  under the Plan to  500,000  shares,  and  amends  the
Registration  Statement with respect to the items set forth below. To the extent
not amended hereby, the contents of the Registration  Statement are incorporated
by this reference in this Amendment No. 1 to the Registration Statement.


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference.

           The following  documents  filed by the Registrant with the Commission
(Commission File No. 1-9792) are incorporated herein by reference:

           (i)    The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;

           (ii) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 29, 1996, June 28, 1996 and September 27, 1996;

           (iii)  The Registrant's Current  Report on Form  8-K  filed  with the
Commission on October 30, 1996;

           (iv)  The   description   of  the  Common  Stock   contained  in  the
Registrant's  Registration Statement on Form 8-A filed with the Commission under
the  Securities  Exchange  Act of 1934,  as amended  the  ("Exchange  Act"),  on
December 9, 1987,  as amended by the Company's  Form 8 dated  December 16, 1987,
and as updated (A) in the Registration Statement on Form S-3, effective June 23,
1993  (Commission File No.  33-63060),  to reflect the increase of the number of
shares of authorized  Common Stock from 5,000,000  shares to 15,000,000  shares,
and (B) by the  Registration  Statement  on Form 8-A filed  with the  Commission
under the Exchange Act on December 2, 1994, reflecting the listing of the Common
Stock on the New York Stock Exchange; and

           (v) The description of the Registrant's Rights Agreement, dated as of
October 23, 1996, filed as an exhibit to the Registrant's Registration Statement
on Form 8-A, as filed with the Commission on October 30, 1996, as amended by the
Registrant's  Amendment No. 1 to Form 8-A filed with the  Commission on November
12, 1996.

           All  documents  subsequently  filed  by the  Registrant  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of 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 and to be a part of the  Registration  Statement
from the date of the filing of such documents.

           Any  statement  made  in a  document  incorporated  or  deemed  to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of the  Registration  Statement  to the extent  that a  statement
contained  herein  or in any other  subsequently  filed  document  which is also
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes such statement. Any such statement so modified or superseded shall be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.


Item 8.    Exhibits.

           The  following  Exhibits  are  filed  as a part  of the  Registration
Statement:

     *4(a)     Articles four, six, seven and eight of the Registrant's  Restated
               Certificate  of  Incorporation   (incorporated  by  reference  to
               Exhibit 3(a) to the  Registrant's  Annual Report on Form 10-K for
               the year ended December 31, 1993).

     *4(b)     Article II, Sections 1 through 11; Article III, Sections 1 and 2;
               Article IV,  Sections 1 and 2; Article VI,  Sections 1 through 6;
               Article VIII,  Section 1 through 3; Article IX,  Section 1 of the
               Registrant's By-Laws  (incorporated by referenced to Exhibit 3(b)
               to the Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1993).

     *4(c)     Rights  Agreements,  dated as of October  23,  1996,  between the
               Registrant and ChaseMellon  Shareholder Services,  L.L.C., Rights
               Agent (incorporated by reference to Exhibit 4 to the Registrant's
               Registration  Statement on Form 8-A filed with the  Commission on
               October 30, 1996, as amended by the Registrant's  Amendment No. 1
               to Form 8-A filed wiht the Commission on November 12, 1996).

     5         Opinion  of  Bradley Arant Rose & White LLP as to the legality of
               the securities being offered.

     23(a)     Consent of Deloitte & Touche LLP

     23(b)     Consent of Bradley  Arant Rose  & White LLP  (contained  in their
               opinion filed as Exhibit 5 to this Registration Statement).



     *Incorporated by reference.



<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 January 15, 1997.

                                       CAVALIER HOMES, INC.


                                       By: /s/DAVID A. ROBERSON
                                          David A. Roberson
                                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement on Form S-8 has been signed below by the following
persons, in the capacities and on the dates indicated.

Signature                      Title                          Date


/s/ BARRY B. DONNELL           Chairman of the Board          January 15, 1997
---------------------------      and Director
Barry B. Donnell         


/s/ DAVID A. ROBERSON          President, Chief Executive     January 15, 1997
---------------------------      Officer and Director
David A. Roberson                (Principal executive officer)


/s/ MICHAEL R. MURPHY          Chief Financial Officer        January 15, 1997
---------------------------      (Principal financial and
Michael R. Murphy                accounting officer)


/s/ THOMAS A. BROUGHTON, III   Director                       January 15, 1997
---------------------------
Thomas A. Broughton, III


/s/ JOHN W LOWE                Director                       January 15, 1997
---------------------------
John W Lowe


/s/ LEE ROY JORDAN             Director                       January 15, 1997
---------------------------
Lee Roy Jordan


/s/ GERALD W. MOORE            Director                 January 15, 1997
---------------------------
Gerald W. Moore


<PAGE>







                                INDEX TO EXHIBITS

                                                                  Sequentially
Exhibit                                                             Numbered
Number                      Exhibit                                   Page

5           )  Opinion of Bradley Arant Rose & White LLP

23(a)       )  Consent of Deloitte & Touche L.L.P.

23(b)       )  Consent of Bradley Arant Rose & White LLP 
               (included in Exhibit 5)


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR NONEMPLOYEE DIRECTORS PLAN", "secsgml_size_bytes": 11339}]
{"company-data": {"conformed-name": "CAVALIER HOMES INC", "cik": "0000789863", "assigned-sic": "2451", "irs-number": "630949734", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19833", "film-number": "97506466"}, "business-address": {"street1": "HWY 41 NORTH & CAVALIER RD", "street2": "P O BOX 300", "city": "ADDISON", "state": "AL", "zip": "35540", "phone": "2057471575"}, "mail-address": {"street1": "600 FIRST WICHITA BLDG", "city": "WICHITA FALLS", "state": "TX", "zip": "76301"}}
As filed with the Securities and Exchange Commission on January 15, 1997
                                                      Registration No. 33-86232

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

                                 AMENDMENT NO. 1
                                       to
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

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

   Delaware                                                     63-0949734
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

          Highway 41 North
         and Cavalier Road
          Addison, Alabama                                         35540
(Address of Principal Executive Offices)                         (Zip Code)

                 CAVALIER HOMES, INC. 1993 AMENDED AND RESTATED
                     NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)
                               -------------------

                                BARRY B. DONNELL
                           600 First Wichita Building
                           Wichita Falls, Texas 76301
                     (Name and address of agent for service)

                                 (817) 723-5523
        (Telephone number, including area code, of agent for service)

                                 with a copy to:

                                 JOHN B. GRENIER
                         Bradley Arant Rose & White LLP
                           2001 Park Place, Suite 1400
                            Birmingham, Alabama 35203
                                 (205) 521-8000

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------- -------------- ------------------- ------------------ ----------------

                    Title of                                             Proposed        Proposed maximum
                  securities to                       Amount to be   maximum offering   aggregate offering     Amount of
                  be registered                       registered(1)   price per share          price       registration fee
==================================================== ============== =================== ================== ----------------

Common Stock, $0.10 par value                        218,750 shares     $10.625(2)       $2,324,218.75(2)     $704.31(2)
==================================================== ============== =================== ================== ----------------
(1)  Reflects additional securities being registered for issuance under the plan.
(2)  Calculated pursuant to Rule 457(h)(1).
This Amendment No. 1 to that certain Registration Statement on Form S-8
(Registration  No.  33-86232) of Cavalier  Homes,  Inc., a Delaware  corporation
("Registrant"),   filed  with  the  Securities  and  Exchange   Commission  (the
"Commission") on November 10, 1994 (the  "Registration  Statement") with respect
to the Cavalier  Homes,  Inc.  1993 Amended and Restated  Nonemployee  Directors
Stock Option Plan (the "Plan"), registers an additional 218,750 shares of common
stock,  par value  $0.10 per share,  of the  Registrant  (the  "Common  Stock"),
resulting  in an  increase  in the  total  number  of  shares  of  Common  Stock
registered  for  issuance  under the Plan to  500,000  shares,  and  amends  the
Registration  Statement with respect to the items set forth below. To the extent
not amended hereby, the contents of the Registration  Statement are incorporated
by this reference in this Amendment No. 1 to the Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following  documents  filed by the Registrant with the Commission
(Commission File No. 1-9792) are incorporated herein by reference:

           (i)    The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;

           (ii) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 29, 1996, June 28, 1996 and September 27, 1996;

           (iii)  The Registrant's Current  Report on Form  8-K  filed  with the
Commission on October 30, 1996;

           (iv)  The   description   of  the  Common  Stock   contained  in  the
Registrant's  Registration Statement on Form 8-A filed with the Commission under
the  Securities  Exchange  Act of 1934,  as amended  the  ("Exchange  Act"),  on
December 9, 1987,  as amended by the Company's  Form 8 dated  December 16, 1987,
and as updated (A) in the Registration Statement on Form S-3, effective June 23,
1993  (Commission File No.  33-63060),  to reflect the increase of the number of
shares of authorized  Common Stock from 5,000,000  shares to 15,000,000  shares,
and (B) by the  Registration  Statement  on Form 8-A filed  with the  Commission
under the Exchange Act on December 2, 1994, reflecting the listing of the Common
Stock on the New York Stock Exchange; and

           (v) The description of the Registrant's Rights Agreement, dated as of
October 23, 1996, filed as an exhibit to the Registrant's Registration Statement
on Form 8-A, as filed with the Commission on October 30, 1996, as amended by the
Registrant's  Amendment No. 1 to Form 8-A filed with the  Commission on November
12, 1996.

           All  documents  subsequently  filed  by the  Registrant  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of 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 and to be a part of the  Registration  Statement
from the date of the filing of such documents.

           Any  statement  made  in a  document  incorporated  or  deemed  to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of the  Registration  Statement  to the extent  that a  statement
contained  herein  or in any other  subsequently  filed  document  which is also
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes such statement. Any such statement so modified or superseded shall be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

Item 8.    Exhibits.

           The  following  Exhibits  are  filed  as a part  of the  Registration
Statement:

     *4(a)     Articles four, six, seven and eight of the Registrant's  Restated
               Certificate  of  Incorporation   (incorporated  by  reference  to
               Exhibit 3(a) to the  Registrant's  Annual Report on Form 10-K for
               the year ended December 31, 1993).

     *4(b)     Article II, Sections 1 through 11; Article III, Sections 1 and 2;
               Article IV,  Sections 1 and 2; Article VI,  Sections 1 through 6;
               Article VIII,  Section 1 through 3; Article IX,  Section 1 of the
               Registrant's By-Laws  (incorporated by referenced to Exhibit 3(b)
               to the Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1993).

     *4(c)     Rights  Agreements,  dated as of October  23,  1996,  between the
               Registrant and ChaseMellon  Shareholder Services,  L.L.C., Rights
               Agent (incorporated by reference to Exhibit 4 to the Registrant's
               Registration  Statement on Form 8-A filed with the  Commission on
               October 30, 1996, as amended by the Registrant's  Amendment No. 1
               to Form 8-A filed wiht the Commission on November 12, 1996).

     5         Opinion  of  Bradley Arant Rose & White LLP as to the legality of
               the securities being offered.

     23(a)     Consent of Deloitte & Touche LLP

     23(b)     Consent of Bradley  Arant Rose  & White LLP  (contained  in their
               opinion filed as Exhibit 5 to this Registration Statement).

     *Incorporated by reference.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 January 15, 1997.

                                       CAVALIER HOMES, INC.

                                       By: /s/DAVID A. ROBERSON
                                          David A. Roberson
                                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement on Form S-8 has been signed below by the following
persons, in the capacities and on the dates indicated.

Signature                      Title                          Date

/s/ BARRY B. DONNELL           Chairman of the Board          January 15, 1997
---------------------------      and Director
Barry B. Donnell         

/s/ DAVID A. ROBERSON          President, Chief Executive     January 15, 1997
---------------------------      Officer and Director
David A. Roberson                (Principal executive officer)

/s/ MICHAEL R. MURPHY          Chief Financial Officer        January 15, 1997
---------------------------      (Principal financial and
Michael R. Murphy                accounting officer)

/s/ THOMAS A. BROUGHTON, III   Director                       January 15, 1997
---------------------------
Thomas A. Broughton, III

/s/ JOHN W LOWE                Director                       January 15, 1997
---------------------------
John W Lowe

/s/ LEE ROY JORDAN             Director                       January 15, 1997
---------------------------
Lee Roy Jordan

/s/ GERALD W. MOORE            Director                 January 15, 1997
---------------------------
Gerald W. Moore
INDEX TO EXHIBITS

                                                                  Sequentially
Exhibit                                                             Numbered
Number                      Exhibit                                   Page

5           )  Opinion of Bradley Arant Rose & White LLP

23(a)       )  Consent of Deloitte & Touche L.L.P.

23(b)       )  Consent of Bradley Arant Rose & White LLP 
               (included in Exhibit 5)