U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     --------------------------------------

                                    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)


                       STOCK OPTION PLAN FOR CONVERSION OF
                        BELMONT HOMES, INC. STOCK OPTIONS
                            (Full title of the plan)

                          ----------------------------

                                DAVID A. ROBERSON
                       Highway 41 North and Cavalier Road
                             Addison, Alabama 35540
                     (Name and address of agent for service)


                                 (205) 747-0044
          (Telephone number, including area code, of agent for service)

                                 with a copy to:


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

                         CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>


<S>                                                                <C>              <C>           <C>                     <C>    
                                                                                    Proposed      Proposed maximum        Amount of
 Title of securities to                                            Amount to be  maximum offering  aggregate offering   registration
     be registered                                                  registered    price per share      price                 fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share (including attendant      270,000 shares     $15.08(1)       $3,384,030(2)        $998.29
Rights to Purchase Series A Junior Participating
 Preferred Stock): Stock Option Plan for Conversion               270,000 rights
 of Belmont Homes, Inc. Stock Options   
</TABLE>


 ============================================================================

(1) Calculated  pursuant to Rule 457(h)(1)  under the Securities Act of 1933, as
amended  (the  "Securities  Act"),  and sets forth the  highest  offering  price
produced for any participant,  based upon an original option price of $12.06 for
shares of common stock of Belmont  Homes,  Inc.  divided by 0.80, the conversion
ratio specified in the Merger Agreement pursuant to which the stock options were
converted.  
(2) Calculated  pursuant to Rule 457(h)(1) under the Securities Act,
and is computed based upon the number of shares that may be purchased at each of
four different exercise prices.

                                        1

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.  *

Item 2.  Registrant Information and Employee Plan Annual Information. *

* The  information  required  by Items 1 and 2 of Part I of Form S-8 is  omitted
from this  Registration  Statement in accordance with the Note to Part I of Form
S-8.


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference.

The following  documents filed by Cavalier Homes,  Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference as of their respective dates:

(1)  The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1996  (including the portions of the Company's  Proxy Statement for its
     Annual Meeting of Stockholders  held May 14, 1997 that are  incorporated by
     reference therein) (File No. 1-9792).

(2)  The Company's  Quarterly  Reports on Form 10-Q for the quarters ended March
     28, 1997, June 27, 1997 and September 26, 1997 (File No. 1-9792).

(3)  The Company's  Current Reports on Form 8-K dated August 20, 1997,  December
     11, 1997 and January 15, 1998 (File No. 1-9792).

(4)  The  description  of  the  Company's  Shares  contained  in  the  Company's
     Registration  Statement on Form 8-A,  filed with the  Commission  under the
     Exchange  Act on December  9, 1987,  as amended by the  Company's  Form 8-A
     dated December 16, 1987, and as updated (A) in the  Registration  Statement
     on Form S-3,  effective  June 23,  1993 (File No.  1-9792),  to reflect the
     increase of the number of shares of authorized  common stock from 5,000,000
     shares to 15,000,000 shares, (B) by the Registration  Statement on Form 8-A
     filed with the Commission  under the Exchange Act on December 2, 1994 (File
     No.  1-9792),  reflecting  the listing of the Common Stock on the NYSE, and
     (C) under the caption "Proposed  Amendment to Certificate of Incorporation"
     in the Company's Proxy Statement dated March 25,  1997 (File No. 1-9792) to
     reflect the  increase of the number of shares of  authorized  common  stock
     from 15,000,000 to 50,000,000.

(5)  The  description of the Preferred  Stock Purchase  Rights  contained in the
     Company's  Registration  Statement  on Form 8-A filed  with the  Commission
     under the  Exchange  Act on  October  29,  1996 (File No.  1-9792),  and as
     amended by the  Company's  Form 8-A filed on November 11, 1996 (File No. 1-
     9792).

All  documents  subsequently  filed by the Company  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.


                                      II-1

<PAGE>

Item 6.    Indemnification of Directors and Officers.

     The Amended and Restated By-laws of Registrant provide that Registrant will
     indemnify  its  directors  and  officers in actions,  suits or  proceedings
     (other than derivative  actions)  against  expenses  (including  attorneys'
     fees),  judgments,  fines  and  amounts  paid in  settlement  actually  and
     reasonably incurred by such director or officer if such director or officer
     acted in good faith and in a manner he reasonably  believed to be in or not
     opposed  to the best  interests  of  Registrant  and,  with  respect to any
     criminal  action or  proceeding,  had no  reasonable  cause to believe  his
     conduct was  unlawful.  The By-laws  give the  Registrant  the power in its
     discretion to indemnify any employee or agent of the Registrant in the same
     manner  as the  Registrant  is  required  to  indemnify  its  officers  and
     directors pursuant to the foregoing sentence.  The By-laws provide that the
     Registrant shall indemnify any director or officer of the Registrant who is
     a party to any  derivative  action  on  behalf  of the  Registrant  against
     expenses  (including  attorneys' fees) actually and reasonably  incurred by
     such  director or officer if such  director or officer  acted in good faith
     and in a manner he reasonably  believed to be in or not opposed to the best
     interest of Registrant, and except that no indemnification shall be made in
     respect of any claim as to which such  person  shall have been judged to be
     liable to Registrant  unless and only to the extent that the Delaware Court
     of Chancery  or the court in which such  action or suit was  brought  shall
     determine that such person is fairly and reasonably  entitled to indemnity.
     The By-laws give the  Registrant  the power in its  discretion to indemnify
     any employee or agent of Registrant in the same manner as the Registrant is
     required to indemnify its officers and directors  pursuant to the foregoing
     sentence.  The By-laws further provide that the Registrant may purchase and
     maintain  insurance  on  behalf  of  its  respective  directors,  officers,
     employees or agents.

     Section 145 of the Delaware  General  Corporation  Law contains  provisions
     governing  the  indemnification  of  directors  and  officers  by  Delaware
     corporations.  The statute  provides  that a  corporation  has the power to
     indemnify  a  person  who was or is a party or is  threatened  to be made a
     party to a 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
     or she 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, partner, trustee, employee or agent of another foreign or domestic
     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 or her in  connection
     with the action, suit or proceeding,  if the person acted in good faith and
     in a manner he or she  reasonably  believed  to be in or not opposed to the
     best interests of the  corporation,  and, with respect to a criminal action
     or proceeding,  if the person had no reasonable cause to believe his or her
     conduct was unlawful.  The termination of an action,  suit or proceeding by
     judgment,  order,  settlement  or  conviction,  or  upon  a  plea  of  nolo
     contendere  or its  equivalent,  does not, of itself,  create a presumption
     that the person  did not act in good faith and in a manner  which he or she
     reasonably  believed to be in or not opposed to the best  interests  of the
     corporation  and,  with  respect to a criminal  action or  proceeding,  had
     reasonable cause to believe that his or her conduct was unlawful.

     Indemnification of expenses (including attorneys' fees) and amounts paid in
     settlement is permitted in derivative actions,  except that indemnification
     is not allowed for any claim, issue or matter in which such person has been
     found liable to the corporation  unless and to the extent that the Delaware
     Court of Chancery  or the court in which such  action was  brought  decides
     indemnification  is  proper.  To the extent  that any such  person has been
     successful  on the merits or  otherwise  in  defense of an action,  suit or
     proceeding,  or in defense of a claim, issue or matter in the action,  suit
     or proceeding, he or she shall be indemnified against actual and reasonable
     expenses  (including  attorneys' fees) incurred by him or her in connection
     with the action,  suit or  proceeding,  and any action,  suit or proceeding
     brought  to  enforce  the  mandatory  indemnification  provided  under  the
     Delaware General Corporation Law.

     A  determination  that the person to be  indemnified  meets the  applicable
     standard of conduct and an evaluation of the reasonableness of the expenses
     incurred and amounts paid in settlement  must be made by a majority vote of
     a quorum of the board of directors  who are not parties or threatened to be
     made  parties to the action,  suit or  proceeding,  even though less than a
     quorum, or by a committee of such directors  designated by majority vote of
     such  directors,  even though  less than a quorum,  or if there are no such
     directors,  or such directors so direct,  by independent legal counsel in a
     written opinion, or by the stockholders.

     Under the  Delaware  General  Corporation  Law,  a  corporation  may pay or
     reimburse the reasonable  expenses incurred by a director or officer who is
     a party or threatened  to be made a party to an action,  suit or proceeding
     in advance of final  disposition of the proceeding if the person  furnishes
     the  corporation  a  written  undertaking  to repay  the  advance  if it is
     ultimately determined that he or she was not entitled to be indemnified.

                                      II-2

<PAGE>



     The indemnification  provisions of the Delaware General Corporation Law are
     not exclusive of any other rights to which those seeking indemnification or
     advancement of expenses may be entitled under any by-law,  agreement,  vote
     of   stockholders   or   disinterested   directors   or   otherwise.    The
     indemnification  provided for under the Delaware  General  Corporation  Law
     continues as to a person who ceases to be a director or officer.

     The  Registrant's  Amended and Restated  Certificate of  Incorporation,  as
     amended,  provides  that  a  director  of  the  corporation  shall  not  be
     personally  liable to the  corporation  or its  stockholders  for  monetary
     damages for breach of fiduciary  duty as a director,  except for  liability
     (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 Delaware General  Corporation Law, as the same exists or
     may be  hereafter  amended,  or (iv) for any  transaction  from  which  the
     director derived an improper personal benefit.

     The Delaware  General  Corporation  Law permits the  Registrant to purchase
     insurance  on behalf of its  directors  and  officers  against  liabilities
     arising out of their  positions  with the  Registrant,  whether or not such
     liabilities would be within the above indemnification provisions.  Pursuant
     to  this  authority  and as  authorized  by  its  By-laws,  the  Registrant
     maintains such insurance on behalf of its directors and officers.

Item 8.    Exhibits.

*4(a)The Certificate of Designation of Series A Junior  Participating  Preferred
     Stock of  Cavalier  Homes,  Inc.  as filed with the Office of the  Delaware
     Secretary  of State on October 24, 1996 and filed as Exhibit A to Exhibit 4
     to  Cavalier  Homes,  Inc.'s  Registration  Statement  on Form 8-A filed on
     October 30, 1996.
*4(b)Rights Agreement between Cavalier Homes,  Inc. and ChaseMellon  Shareholder
     Services,  LLC, filed as Exhibit 4 to Cavalier Homes, Inc.'s Current Report
     on Form 8-K dated October 30, 1996.
*4(c)Articles four, six, seven, eight and nine of Cavalier Homes, Inc.'s Amended
     and Restated  Certificate of  Incorporation,  as amended,  filed as Exhibit
     3(a) to  Cavalier  Homes,  Inc.'s  Annual  Report on Form 10-K for the year
     ended December 31, 1993, and the amendment  thereto,  filed as Exhibit 3(b)
     to Cavalier  Homes,  Inc.'s  Quarterly  Report on Form 10-Q for the quarter
     ended June 27, 1997.
*4(d)Article II, Sections 2.1 through 2.18;  Article III,  Sections 3.1 and 3.2;
     Article IV,  Sections  4.1 and 4.3;  Article VI,  Sections 6.1 through 6.5;
     Article VIII, Sections 8.1 and 8.2; and Article IX of the Company's Amended
     and  Restated  By-laws,  included in the Amended  and  Restated  By-laws of
     Cavalier  Homes,  Inc.  filed as Exhibit  3(d) to  Cavalier  Homes,  Inc.'s
     Quarterly Report on Form 10-Q for the quarter ended June 27, 1997.
5    Opinion  of  Bradley  Arant  Rose &  White  LLP as to the  legality  of the
     securities being registered.
23(a)Consent of Bradley Arant Rose & White LLP (included in Exhibit 5).
23(b)Consent of Deloitte & Touche LLP.
24   Powers of Attorney.

*   Incorporated by reference.


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;
     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

     (ii) To reflect in the  Prospectus  any facts or events  arising  after the
          effective  date of this  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 this Registration Statement; and

                                      II-3

<PAGE>



     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to such  information  in  this  Registration
          Statement;

     provided,  however,  that  paragraphs (i) and (ii) above shall not apply if
     the information  required to be included in a  post-effective  amendment by
     such  paragraphs is contained in periodic  reports filed by the  Registrant
     pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
     are incorporated by reference in this Registration Statement;

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  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
          15(d) of the Securities  Exchange Act of 1934 (and, where  applicable,
          each filing of an employee  benefit  plan's annual report  pursuant to
          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 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-4

<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 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
     this 30th day of January, 1998.

                              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,  this
     registration  statement has been signed below by the  following  persons in
     the capacities and on the dates indicated.


              Signature                        Title                   Date

        /s/ David A. Roberson              Director and         January 30, 1998
          David A. Roberson         Principal Executive Officer


        /s/ Michael R. Murphy              Director and         January 30, 1998
          Michael R. Murphy              Principal Financial
                                       and Accounting Officer


        /s/ Barry B. Donnell        Chairman of the Board       January 30, 1998
          Barry B. Donnell                and Director

    /s/ Thomas A. Broughton, III          Director              January 30, 1998
      Thomas A. Broughton, III

           /s/ John W Lowe                Director              January 30, 1998
             John W Lowe

         /s/ Lee Roy Jordan               Director              January 30, 1998
           Lee Roy Jordan

         /s/ Gerald W. Moore              Director              January 30, 1998
           Gerald W. Moore

                                          Director
       A. Douglas Jumper, Sr.

                                          Director
            Mike Kennedy



                                      II-5

<PAGE>



                                INDEX TO EXHIBITS



     *4(a)The  Certificate  of  Designation  of  Series A  Junior  Participating
          Preferred  Stock of Cavalier  Homes,  Inc. as filed with the Office of
          the  Delaware  Secretary  of State on  October  24,  1996 and filed as
          Exhibit  A  to  Exhibit  4  to  Cavalier  Homes,  Inc.'s  Registration
          Statement on Form 8-A filed on October 30, 1996.
     *4(b)Rights  Agreement   between  Cavalier  Homes,   Inc.  and  ChaseMellon
          Shareholder  Services,  LLC,  filed as  Exhibit 4 to  Cavalier  Homes,
          Inc.'s Current Report on Form 8-K dated October 30, 1996.
     *4(c)Articles four,  six, seven,  eight and nine of Cavalier Homes,  Inc.'s
          Amended and Restated Certificate of Incorporation,  as amended,  filed
          as Exhibit 3(a) to Cavalier  Homes,  Inc.'s Annual Report on Form 10-K
          for the year ended December 31, 1993, and the amendment thereto, filed
          as Exhibit 3(b) to Cavalier  Homes,  Inc.'s  Quarterly  Report on Form
          10-Q for the quarter ended June 27, 1997.
     *4(d)Article II, Sections 2.1 through 2.18;  Article III,  Sections 3.1 and
          3.2;  Article  IV,  Sections  4.1 and 4.3;  Article VI,  Sections  6.1
          through 6.5; Article VIII, Sections 8.1 and 8.2; and Article IX of the
          Company's  Amended and Restated  By-laws,  included in the Amended and
          Restated  By-laws of Cavalier  Homes,  Inc.  filed as Exhibit  3(d) to
          Cavalier Homes,  Inc.'s  Quarterly Report on Form 10-Q for the quarter
          ended June 27, 1997.
     5    Opinion of Bradley  Arant Rose & White LLP as to the  legality  of the
          securities being registered.
     23(a)  Consent of Bradley  Arant Rose & White LLP  (included in Exhibit 5).
     23(b) Consent of Deloitte & Touche LLP.
     24   Powers of Attorney.



*   Incorporated by reference.



                                      II-6

<PAGE>
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{"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": "333-45255", "film-number": "98517644"}, "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"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     --------------------------------------

                                    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)

                       STOCK OPTION PLAN FOR CONVERSION OF
                        BELMONT HOMES, INC. STOCK OPTIONS
                            (Full title of the plan)

                          ----------------------------

                                DAVID A. ROBERSON
                       Highway 41 North and Cavalier Road
                             Addison, Alabama 35540
                     (Name and address of agent for service)

                                 (205) 747-0044
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

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

                         CALCULATION OF REGISTRATION FEE
Proposed      Proposed maximum        Amount of
 Title of securities to                                            Amount to be  maximum offering  aggregate offering   registration
     be registered                                                  registered    price per share      price                 fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share (including attendant      270,000 shares     $15.08(1)       $3,384,030(2)        $998.29
Rights to Purchase Series A Junior Participating
 Preferred Stock): Stock Option Plan for Conversion               270,000 rights
 of Belmont Homes, Inc. Stock Options
============================================================================

(1) Calculated  pursuant to Rule 457(h)(1)  under the Securities Act of 1933, as
amended  (the  "Securities  Act"),  and sets forth the  highest  offering  price
produced for any participant,  based upon an original option price of $12.06 for
shares of common stock of Belmont  Homes,  Inc.  divided by 0.80, the conversion
ratio specified in the Merger Agreement pursuant to which the stock options were
converted.  
(2) Calculated  pursuant to Rule 457(h)(1) under the Securities Act,
and is computed based upon the number of shares that may be purchased at each of
four different exercise prices.

                                        1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.  *

Item 2.  Registrant Information and Employee Plan Annual Information. *

* The  information  required  by Items 1 and 2 of Part I of Form S-8 is  omitted
from this  Registration  Statement in accordance with the Note to Part I of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following  documents filed by Cavalier Homes,  Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference as of their respective dates:

(1)  The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1996  (including the portions of the Company's  Proxy Statement for its
     Annual Meeting of Stockholders  held May 14, 1997 that are  incorporated by
     reference therein) (File No. 1-9792).

(2)  The Company's  Quarterly  Reports on Form 10-Q for the quarters ended March
     28, 1997, June 27, 1997 and September 26, 1997 (File No. 1-9792).

(3)  The Company's  Current Reports on Form 8-K dated August 20, 1997,  December
     11, 1997 and January 15, 1998 (File No. 1-9792).

(4)  The  description  of  the  Company's  Shares  contained  in  the  Company's
     Registration  Statement on Form 8-A,  filed with the  Commission  under the
     Exchange  Act on December  9, 1987,  as amended by the  Company's  Form 8-A
     dated December 16, 1987, and as updated (A) in the  Registration  Statement
     on Form S-3,  effective  June 23,  1993 (File No.  1-9792),  to reflect the
     increase of the number of shares of authorized  common stock from 5,000,000
     shares to 15,000,000 shares, (B) by the Registration  Statement on Form 8-A
     filed with the Commission  under the Exchange Act on December 2, 1994 (File
     No.  1-9792),  reflecting  the listing of the Common Stock on the NYSE, and
     (C) under the caption "Proposed  Amendment to Certificate of Incorporation"
     in the Company's Proxy Statement dated March 25,  1997 (File No. 1-9792) to
     reflect the  increase of the number of shares of  authorized  common  stock
     from 15,000,000 to 50,000,000.

(5)  The  description of the Preferred  Stock Purchase  Rights  contained in the
     Company's  Registration  Statement  on Form 8-A filed  with the  Commission
     under the  Exchange  Act on  October  29,  1996 (File No.  1-9792),  and as
     amended by the  Company's  Form 8-A filed on November 11, 1996 (File No. 1-
     9792).

All  documents  subsequently  filed by the Company  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.

                                      II-1
Item 6.    Indemnification of Directors and Officers.

     The Amended and Restated By-laws of Registrant provide that Registrant will
     indemnify  its  directors  and  officers in actions,  suits or  proceedings
     (other than derivative  actions)  against  expenses  (including  attorneys'
     fees),  judgments,  fines  and  amounts  paid in  settlement  actually  and
     reasonably incurred by such director or officer if such director or officer
     acted in good faith and in a manner he reasonably  believed to be in or not
     opposed  to the best  interests  of  Registrant  and,  with  respect to any
     criminal  action or  proceeding,  had no  reasonable  cause to believe  his
     conduct was  unlawful.  The By-laws  give the  Registrant  the power in its
     discretion to indemnify any employee or agent of the Registrant in the same
     manner  as the  Registrant  is  required  to  indemnify  its  officers  and
     directors pursuant to the foregoing sentence.  The By-laws provide that the
     Registrant shall indemnify any director or officer of the Registrant who is
     a party to any  derivative  action  on  behalf  of the  Registrant  against
     expenses  (including  attorneys' fees) actually and reasonably  incurred by
     such  director or officer if such  director or officer  acted in good faith
     and in a manner he reasonably  believed to be in or not opposed to the best
     interest of Registrant, and except that no indemnification shall be made in
     respect of any claim as to which such  person  shall have been judged to be
     liable to Registrant  unless and only to the extent that the Delaware Court
     of Chancery  or the court in which such  action or suit was  brought  shall
     determine that such person is fairly and reasonably  entitled to indemnity.
     The By-laws give the  Registrant  the power in its  discretion to indemnify
     any employee or agent of Registrant in the same manner as the Registrant is
     required to indemnify its officers and directors  pursuant to the foregoing
     sentence.  The By-laws further provide that the Registrant may purchase and
     maintain  insurance  on  behalf  of  its  respective  directors,  officers,
     employees or agents.

     Section 145 of the Delaware  General  Corporation  Law contains  provisions
     governing  the  indemnification  of  directors  and  officers  by  Delaware
     corporations.  The statute  provides  that a  corporation  has the power to
     indemnify  a  person  who was or is a party or is  threatened  to be made a
     party to a 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
     or she 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, partner, trustee, employee or agent of another foreign or domestic
     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 or her in  connection
     with the action, suit or proceeding,  if the person acted in good faith and
     in a manner he or she  reasonably  believed  to be in or not opposed to the
     best interests of the  corporation,  and, with respect to a criminal action
     or proceeding,  if the person had no reasonable cause to believe his or her
     conduct was unlawful.  The termination of an action,  suit or proceeding by
     judgment,  order,  settlement  or  conviction,  or  upon  a  plea  of  nolo
     contendere  or its  equivalent,  does not, of itself,  create a presumption
     that the person  did not act in good faith and in a manner  which he or she
     reasonably  believed to be in or not opposed to the best  interests  of the
     corporation  and,  with  respect to a criminal  action or  proceeding,  had
     reasonable cause to believe that his or her conduct was unlawful.

     Indemnification of expenses (including attorneys' fees) and amounts paid in
     settlement is permitted in derivative actions,  except that indemnification
     is not allowed for any claim, issue or matter in which such person has been
     found liable to the corporation  unless and to the extent that the Delaware
     Court of Chancery  or the court in which such  action was  brought  decides
     indemnification  is  proper.  To the extent  that any such  person has been
     successful  on the merits or  otherwise  in  defense of an action,  suit or
     proceeding,  or in defense of a claim, issue or matter in the action,  suit
     or proceeding, he or she shall be indemnified against actual and reasonable
     expenses  (including  attorneys' fees) incurred by him or her in connection
     with the action,  suit or  proceeding,  and any action,  suit or proceeding
     brought  to  enforce  the  mandatory  indemnification  provided  under  the
     Delaware General Corporation Law.

     A  determination  that the person to be  indemnified  meets the  applicable
     standard of conduct and an evaluation of the reasonableness of the expenses
     incurred and amounts paid in settlement  must be made by a majority vote of
     a quorum of the board of directors  who are not parties or threatened to be
     made  parties to the action,  suit or  proceeding,  even though less than a
     quorum, or by a committee of such directors  designated by majority vote of
     such  directors,  even though  less than a quorum,  or if there are no such
     directors,  or such directors so direct,  by independent legal counsel in a
     written opinion, or by the stockholders.

     Under the  Delaware  General  Corporation  Law,  a  corporation  may pay or
     reimburse the reasonable  expenses incurred by a director or officer who is
     a party or threatened  to be made a party to an action,  suit or proceeding
     in advance of final  disposition of the proceeding if the person  furnishes
     the  corporation  a  written  undertaking  to repay  the  advance  if it is
     ultimately determined that he or she was not entitled to be indemnified.

                                      II-2
The indemnification  provisions of the Delaware General Corporation Law are
     not exclusive of any other rights to which those seeking indemnification or
     advancement of expenses may be entitled under any by-law,  agreement,  vote
     of   stockholders   or   disinterested   directors   or   otherwise.    The
     indemnification  provided for under the Delaware  General  Corporation  Law
     continues as to a person who ceases to be a director or officer.

     The  Registrant's  Amended and Restated  Certificate of  Incorporation,  as
     amended,  provides  that  a  director  of  the  corporation  shall  not  be
     personally  liable to the  corporation  or its  stockholders  for  monetary
     damages for breach of fiduciary  duty as a director,  except for  liability
     (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 Delaware General  Corporation Law, as the same exists or
     may be  hereafter  amended,  or (iv) for any  transaction  from  which  the
     director derived an improper personal benefit.

     The Delaware  General  Corporation  Law permits the  Registrant to purchase
     insurance  on behalf of its  directors  and  officers  against  liabilities
     arising out of their  positions  with the  Registrant,  whether or not such
     liabilities would be within the above indemnification provisions.  Pursuant
     to  this  authority  and as  authorized  by  its  By-laws,  the  Registrant
     maintains such insurance on behalf of its directors and officers.

Item 8.    Exhibits.

*4(a)The Certificate of Designation of Series A Junior  Participating  Preferred
     Stock of  Cavalier  Homes,  Inc.  as filed with the Office of the  Delaware
     Secretary  of State on October 24, 1996 and filed as Exhibit A to Exhibit 4
     to  Cavalier  Homes,  Inc.'s  Registration  Statement  on Form 8-A filed on
     October 30, 1996.
*4(b)Rights Agreement between Cavalier Homes,  Inc. and ChaseMellon  Shareholder
     Services,  LLC, filed as Exhibit 4 to Cavalier Homes, Inc.'s Current Report
     on Form 8-K dated October 30, 1996.
*4(c)Articles four, six, seven, eight and nine of Cavalier Homes, Inc.'s Amended
     and Restated  Certificate of  Incorporation,  as amended,  filed as Exhibit
     3(a) to  Cavalier  Homes,  Inc.'s  Annual  Report on Form 10-K for the year
     ended December 31, 1993, and the amendment  thereto,  filed as Exhibit 3(b)
     to Cavalier  Homes,  Inc.'s  Quarterly  Report on Form 10-Q for the quarter
     ended June 27, 1997.
*4(d)Article II, Sections 2.1 through 2.18;  Article III,  Sections 3.1 and 3.2;
     Article IV,  Sections  4.1 and 4.3;  Article VI,  Sections 6.1 through 6.5;
     Article VIII, Sections 8.1 and 8.2; and Article IX of the Company's Amended
     and  Restated  By-laws,  included in the Amended  and  Restated  By-laws of
     Cavalier  Homes,  Inc.  filed as Exhibit  3(d) to  Cavalier  Homes,  Inc.'s
     Quarterly Report on Form 10-Q for the quarter ended June 27, 1997.
5    Opinion  of  Bradley  Arant  Rose &  White  LLP as to the  legality  of the
     securities being registered.
23(a)Consent of Bradley Arant Rose & White LLP (included in Exhibit 5).
23(b)Consent of Deloitte & Touche LLP.
24   Powers of Attorney.

*   Incorporated by reference.

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;
     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

     (ii) To reflect in the  Prospectus  any facts or events  arising  after the
          effective  date of this  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 this Registration Statement; and

                                      II-3
(iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to such  information  in  this  Registration
          Statement;

     provided,  however,  that  paragraphs (i) and (ii) above shall not apply if
     the information  required to be included in a  post-effective  amendment by
     such  paragraphs is contained in periodic  reports filed by the  Registrant
     pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
     are incorporated by reference in this Registration Statement;

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  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
          15(d) of the Securities  Exchange Act of 1934 (and, where  applicable,
          each filing of an employee  benefit  plan's annual report  pursuant to
          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 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-4
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
     this 30th day of January, 1998.

                              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,  this
     registration  statement has been signed below by the  following  persons in
     the capacities and on the dates indicated.

              Signature                        Title                   Date

        /s/ David A. Roberson              Director and         January 30, 1998
          David A. Roberson         Principal Executive Officer

        /s/ Michael R. Murphy              Director and         January 30, 1998
          Michael R. Murphy              Principal Financial
                                       and Accounting Officer

        /s/ Barry B. Donnell        Chairman of the Board       January 30, 1998
          Barry B. Donnell                and Director

    /s/ Thomas A. Broughton, III          Director              January 30, 1998
      Thomas A. Broughton, III

           /s/ John W Lowe                Director              January 30, 1998
             John W Lowe

         /s/ Lee Roy Jordan               Director              January 30, 1998
           Lee Roy Jordan

         /s/ Gerald W. Moore              Director              January 30, 1998
           Gerald W. Moore

                                          Director
       A. Douglas Jumper, Sr.

                                          Director
            Mike Kennedy

                                      II-5
INDEX TO EXHIBITS

     *4(a)The  Certificate  of  Designation  of  Series A  Junior  Participating
          Preferred  Stock of Cavalier  Homes,  Inc. as filed with the Office of
          the  Delaware  Secretary  of State on  October  24,  1996 and filed as
          Exhibit  A  to  Exhibit  4  to  Cavalier  Homes,  Inc.'s  Registration
          Statement on Form 8-A filed on October 30, 1996.
     *4(b)Rights  Agreement   between  Cavalier  Homes,   Inc.  and  ChaseMellon
          Shareholder  Services,  LLC,  filed as  Exhibit 4 to  Cavalier  Homes,
          Inc.'s Current Report on Form 8-K dated October 30, 1996.
     *4(c)Articles four,  six, seven,  eight and nine of Cavalier Homes,  Inc.'s
          Amended and Restated Certificate of Incorporation,  as amended,  filed
          as Exhibit 3(a) to Cavalier  Homes,  Inc.'s Annual Report on Form 10-K
          for the year ended December 31, 1993, and the amendment thereto, filed
          as Exhibit 3(b) to Cavalier  Homes,  Inc.'s  Quarterly  Report on Form
          10-Q for the quarter ended June 27, 1997.
     *4(d)Article II, Sections 2.1 through 2.18;  Article III,  Sections 3.1 and
          3.2;  Article  IV,  Sections  4.1 and 4.3;  Article VI,  Sections  6.1
          through 6.5; Article VIII, Sections 8.1 and 8.2; and Article IX of the
          Company's  Amended and Restated  By-laws,  included in the Amended and
          Restated  By-laws of Cavalier  Homes,  Inc.  filed as Exhibit  3(d) to
          Cavalier Homes,  Inc.'s  Quarterly Report on Form 10-Q for the quarter
          ended June 27, 1997.
     5    Opinion of Bradley  Arant Rose & White LLP as to the  legality  of the
          securities being registered.
     23(a)  Consent of Bradley  Arant Rose & White LLP  (included in Exhibit 5).
     23(b) Consent of Deloitte & Touche LLP.
     24   Powers of Attorney.

*   Incorporated by reference.

                                      II-6