As filed with the Securities and Exchange Commission on June 20, 1996
                                                    Registration No. 333-
================================================================================
                       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 number)

                            ------------------------
                       Highway 41 North and Cavalier Road
                             Addison, Alabama 35540
                                 (205) 747-1575
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                            ------------------------
                              Cavalier Homes, Inc.
                     1996 Key Employee Stock Incentive Plan
                            (Full Title of the Plan)

                            ------------------------
                                Barry B. Donnell
                           719 Scott Avenue, Suite 600
                           Wichita Falls, Texas 76307
                                 (817) 723-5523
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                            ------------------------
                                   Copies to:
                            B. G. Minisman, Jr., Esq.
                      BERKOWITZ, LEFKOVITS, ISOM & KUSHNER
                           A Professional Corporation
                              1600 SouthTrust Tower
                            Birmingham, Alabama 35203
                                 (205) 328-0480

                            ------------------------
                         CALCULATION OF REGISTRATION FEE
+---------------------------------------------------------------------------+
| Title of securities  |  Amount to  | Proposed maximum | Proposed maximum  |
|  to be registered    |be registered|offering price per|aggregate offering |
|                      |             |      share       |      price        |
|----------------------+-------------+------------------+-------------------+
|Common Stock, par     |    600,000  |                  |                   |
|value $.10 per share  |   shares(1) |     $23.000(2)   |   $13,800,000(2)  |
+---------------------------------------------------------------------------+
+-----------------------------------------+
|  Title of securities                    |
|   to be registered         Amount of    |
|                        registration fee |
|-----------------------------------------+
|Common Stock, par                        |
|value $.10 per share         $4,759      |
+-----------------------------------------+
                               Page 1 of 14 Pages
                            Exhibit Index on Page 10

<PAGE>


(1)      Plus such indeterminate  number of additional shares of Common Stock as
         may  be  issued  as the  result  of  adjustments  required  by  certain
         antidilution  provisions,  in  accordance  with Rule  416(a)  under the
         Securities Act of 1933, as amended (the "Securities Act").

(2)      Estimated  solely for  purposes of  determining  the  registration  fee
         pursuant  to  Rule  457  under  the  Securities  Act,  which  has  been
         calculated  on the  basis of the  average  of the  high and low  prices
         reported on June 19, 1996 on the New York Stock  Exchange,  which price
         was $20.125 per share.


















              (THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY)





<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 1 of Form S-8.


                                                      PART II


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The   following   documents   filed  by  Cavalier   Homes,   Inc.  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference:

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

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934 (the "Exchange Act") for periods since December
31, 1995; and

         (c) The description of the  Registrant's  Common Stock 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 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.

         All documents  filed by the Registrant  pursuant to Sections 13, 14 and
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold  shall be  deemed  to be  incorporated  by  reference  in this
Registration  Statement and to be a part thereof from the date of 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 this  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
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.



                                       3
<PAGE>



ITEM 4.  DESCRIPTION OF SECURITIES

         (Not Applicable)


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         (Not Applicable)


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         (a)  Article  VII  of  the  By-laws  of  the  Registrant  provides  for
indemnification of directors and officers, in certain instances.  The provisions
of said Article are as follows:

                  SECTION 1.  Indemnification in Actions Arising Out of Capacity
                  as Officer, Director, Employee or Agent. The corporation shall
                  indemnify any person who was or is a party or is threatened to
                  be made a  party  to any  threatened,  pending,  or  completed
                  action,   suit  or  proceeding,   whether   civil,   criminal,
                  administrative or investigative (other than an action by or in
                  the right of the corporation) by reason of the fact that he is
                  or  was  a  director,   officer,  employee  or  agent  of  the
                  corporation,  or is or  was  serving  at  the  request  of the
                  corporation  as a  director,  officer,  employee  or  agent of
                  another  corporation,  partnership,  joint  venture,  trust or
                  other  enterprise,   against  expenses  (including  attorneys'
                  fees),  judgments,   fines  and  amounts  paid  in  settlement
                  actually and  reasonably  incurred by him in  connection  with
                  such action,  suit or proceeding if he acted in good faith and
                  in a manner he reasonably  believed to be in or not opposed to
                  the best  interests of the  corporation,  and, with respect to
                  any criminal action or proceeding,  had no reasonable cause to
                  believe his conduct was unlawful.

                  The termination of any action, suit or proceeding by judgment,
                  order,  settlement,   conviction,  or  upon  a  plea  of  nolo
                  contendere or its equivalent,  shall not, of itself,  create a
                  presumption that the person did not act in good faith and in a
                  manner which he reasonably believed to be in or not opposed to
                  the best  interests of the  corporation,  and, with respect to
                  any criminal  action or proceeding,  had  reasonable  cause to
                  believe that his conduct was unlawful.

                  SECTION  2.  Indemnification  in  Actions  by or in  Right  of
                  Corporation.  The  corporation  shall indemnify any person who
                  was or is a party or is  threatened  to be made a party to any
                  threatened,  pending or completed  action or suit by or in the
                  right of the corporation to procure a judgment in its favor by
                  reason  of the  fact  that he is or was a  director,  officer,
                  employee or agent of the corporation,  or is or was serving at
                  the  request  of  the  corporation  as  a  director,  officer,
                  employee or agent of another corporation,  partnership,  joint
                  venture, trust or other enterprise against expenses (including
                  attorneys'  fees) actually and  reasonably  incurred by him in
                  connection  with the defense or  settlement  of such action or
                  suit if he acted in good  faith and in a manner he  reasonably
                  believed to be in or not opposed to the best  interests of the
                  corporation and except that no  indemnification  shall be made
                  in  respect  to any  claim,  issue or matter as to which  such
                  person shall have been adjudged to be liable for negligence or
                  misconduct in the  performance of his duty to the  corporation
                  unless  and  only to the  extent  that the  Delaware  Court of
                  Chancery or the court in which such action or suit was brought
                  shall   determine   upon   application   that,   despite   the
                  adjudication of liability but in view of all the circumstances
                  of the case, such person is fairly and reasonably  entitled to
                  indemnity  for such  expenses  which  such  court  shall  deem
                  proper.


                  SECTION  3.  Indemnification  When  Successful  on  Merits  or
                  Otherwise. To the extent that a director, officer, employee or
                  agent of the  corporation has been successful on the merits or
                  otherwise  in  defense  of  any  action,  suit  or  proceeding
                  referred  to in  Sections 1 and 2 of this  Article  VII, or in
                  defense  of any  claim  issue or matter  therein,  he shall be
                  indemnified  against  expenses  (including   attorneys'  fees)
                  actually  and   reasonably   incurred  by  him  in  connection
                  therewith.
                                       4
<PAGE>

                  SECTION 4. Determination of Meeting Applicable  Standard.  Any
                  indemnification  under  Sections I and 2 of this  Article  VII
                  (unless  ordered by a court) shall be made by the  corporation
                  only as authorized  in the specific case upon a  determination
                  that  indemnification  of the director,  officer,  employee or
                  agent is proper in the  circumstances  because  he has met the
                  applicable  standard  of conduct set forth in Sections I and 2
                  of this Article VII. Such determination shall be made (a) by a
                  majority  vote of the  directors  who were not parties to such
                  action, suit or proceeding, even though less than a quorum, or
                  (b) if there are no such  directors,  or if such  directors so
                  direct, by independent legal counsel in a written opinion,  or
                  (c) by the stockholders.

                  SECTION 5.  Payment of Expenses in Advance of  Disposition  of
                  Action.  Expenses  incurred  by  an  officer  or  director  in
                  defending a civil or criminal action,  suit, or proceeding may
                  be paid by the corporation in advance of the final disposition
                  of such action, suit, or proceeding as authorized by the board
                  of  directors  in  the  specific   case  upon  receipt  of  an
                  undertaking  by or on behalf of such  director  or  officer to
                  repay such amount  unless it shall  ultimately  be  determined
                  that he is entitled to be  indemnified  by the  corporation as
                  authorized  in this Article  VII.  Such  expenses  incurred by
                  other  employees and agents may be so paid upon such terms and
                  conditions,   if  any,  as  the  board  of   directors   deems
                  appropriate.

                  SECTION 6.  Nonexclusivity  of  Article.  The  indemnification
                  provided by this Article VII shall not be deemed  exclusive of
                  any other rights to which those seeking indemnification may be
                  entitled under any by-law,  agreement, vote of stockholders or
                  disinterested directors or otherwise, both as to action in his
                  official  capacity and as to action in another  capacity while
                  holding such office, and shall continue as to a person who has
                  ceased to be a director,  officer, employee or agent and shall
                  inure   to  the   benefit   of  the   heirs,   executors   and
                  administrators of such a person. The indemnification  provided
                  by this  Article  VII shall not be  exclusive  of any  powers,
                  rights,  agreements  or  undertakings  which  may  be  legally
                  permissible  or authorized by or under any applicable law but,
                  notwithstanding  any other provisions of this Article VII, the
                  indemnification  authorized  and  provided by this Article VII
                  shall   be   applicable   only  to  the   extent   that   such
                  indemnification shall not duplicate indemnity or reimbursement
                  which such person has received or shall receive otherwise than
                  under this Article VII.

                  SECTION  7.  Insurance.   The  corporation  may  purchase  and
                  maintain  insurance  on behalf of any  person  who is or was a
                  director, officer, employee or agent of the corporation, or is
                  or  was  serving  at  the  request  of  the  corporation  as a
                  director,  officer,  employee or agent of another corporation,
                  partnership,  joint venture, trust or other enterprise against
                  any liability  asserted against him and incurred by him in any
                  such capacity,  or arising out of his status as such,  whether
                  or not the  corporation  would have the power to indemnify him
                  against such  liability  under the  provisions of this Article
                  VII or otherwise.

                  SECTION 8.  Constituent  Corporations.  For  purposes  of this
                  Article VII, references to "the corporation" shall include, in
                  addition  to this  corporation,  any  constituent  corporation
                  (including any constituent of a constituent)  absorbed by this
                  corporation  in  a  consolidation  or  merger  which,  if  its
                  separate  existence  had  continued,  would have had power and
                  authority to indemnify its directors,  officers, and employees
                  or  agents,  so  that  any  person  who is or was a  director,
                  officer, employee or agent of such constituent corporation, or
                  is  or  was  serving  at  the  request  of  such   constituent
                  corporation  as a  director,  officer,  employee  or  agent of
                  another  corporation,  partnership,  joint  venture,  trust or
                  other  enterprise,  shall stand in the same position under the
                  provisions  of this Article VII with respect to the  resulting
                  or surviving corporation as he would have with respect to such
                  constituent   corporation   if  its  separate   existence  had
                  continued.

                  SECTION 9. Definitions.  For purposes of this Article VII, the
                  phrases "other enterprises,"  "fines," "serving at the request
                  of the  corporation" and "not opposed to the best interests of
                  the corporation"  shall, in addition to the normal meanings of
                  said  phrases,  be deemed to include the meanings  ascribed to
                  said phrases in Section 145(i) of the General  Corporation Law
                  of the State of Delaware or any successor provision thereto.

                                       5
<PAGE>

         (b)  In  addition  to the  foregoing  provisions  of  the  Registrant's
By-laws,  directors,  officers and controlling  persons of the Registrant may be
indemnified by the  Registrant  pursuant to the provisions of Section 145 of the
Delaware General Corporation Law.

         (c) The  Registrant  maintains   officers'   and  directors'  liability
insurance.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         (Not Applicable)


ITEM 8.  EXHIBITS

         The following exhibits are included herewith or incorporated  herein by
reference as  indicated.  The number of each exhibit  corresponds  to the number
assigned to it in Item 601 of Regulation S-K.


Exhibit                            Description

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

4(c)    Cavalier  Homes,  Inc. Key Employee Stock  Incentive Plan  (incorporated
        by reference  to  the  Key  Employee  Stock  Incentive  Plan filed as an
        Appendix to the Registrant's definitive Proxy  Statement  for the Annual
        Meeting of Stockholders held May 15, 1996)*

5       Opinion of Berkowitz,  Lefkovits,   Isom  &  Kushner,   A   Professional
        Corporation**

23(a)   Consent of Deloitte & Touche LLP**

23(b)   Consent  of  Berkowitz,   Lefkovits,   Isom  &  Kushner, A  Professional
        Corporation (included in Exhibit 5)**



         *  Incorporated herein by reference as indicated.
         ** Filed herewith.



                                       6
<PAGE>

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

                           (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 this 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 offering thereof.

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



                                       7
<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 June 20, 1996.

                                           CAVALIER HOMES, INC.




                                           By: s/ Jerry F. Wilson
                                              ------------------------
                                              Jerry F. Wilson
                                              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.


Name                                   Title                         Date




s/ Barry B. Donnell          Chairman of the Board               June 20, 1996
- ---------------------------       and Director
Barry B. Donnell                            




s/ Jerry F. Wilson           President, Chief Executive          June 20, 1996
- ---------------------------       Officer and Director
Jerry F. Wilson                   (Principal executive officer)
                                            




s/ David A. Roberson         Secretary-Treasurer and Chief       June 20, 1996
- ---------------------------       Financial Officer
David A. Roberson                 (Principal financial and
                                  accounting officer)







                                       8
<PAGE>


s/ Thomas A. Broughton, III  Director                            June 20, 1996
- ---------------------------
Thomas A. Broughton, III




s/ John W Lowe               Director                            June 20, 1996
- ---------------------------
John W  Lowe




s/ Lee Roy Jordan            Director                            June 20, 1996
- ---------------------------
Lee Roy Jordan


                                       9
<PAGE>

                                EXHIBIT INDEX

Exhibit              Description                                         Page


5     Opinion of Berkowitz, Lefkovits, Isom & Kushner, 
      A Professional Corporation                                          11

23(a) Consent of Deloitte & Touche LLP                                    13








                                       10
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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": "333-06371", "film-number": "96583393"}, "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 June 20, 1996
                                                    Registration No. 333-
================================================================================
                       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 number)

                            ------------------------
                       Highway 41 North and Cavalier Road
                             Addison, Alabama 35540
                                 (205) 747-1575
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                            ------------------------
                              Cavalier Homes, Inc.
                     1996 Key Employee Stock Incentive Plan
                            (Full Title of the Plan)

                            ------------------------
                                Barry B. Donnell
                           719 Scott Avenue, Suite 600
                           Wichita Falls, Texas 76307
                                 (817) 723-5523
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                            ------------------------
                                   Copies to:
                            B. G. Minisman, Jr., Esq.
                      BERKOWITZ, LEFKOVITS, ISOM & KUSHNER
                           A Professional Corporation
                              1600 SouthTrust Tower
                            Birmingham, Alabama 35203
                                 (205) 328-0480

                            ------------------------
                         CALCULATION OF REGISTRATION FEE
+---------------------------------------------------------------------------+
| Title of securities  |  Amount to  | Proposed maximum | Proposed maximum  |
|  to be registered    |be registered|offering price per|aggregate offering |
|                      |             |      share       |      price        |
|----------------------+-------------+------------------+-------------------+
|Common Stock, par     |    600,000  |                  |                   |
|value $.10 per share  |   shares(1) |     $23.000(2)   |   $13,800,000(2)  |
+---------------------------------------------------------------------------+
+-----------------------------------------+
|  Title of securities                    |
|   to be registered         Amount of    |
|                        registration fee |
|-----------------------------------------+
|Common Stock, par                        |
|value $.10 per share         $4,759      |
+-----------------------------------------+
                               Page 1 of 14 Pages
                            Exhibit Index on Page 10
(1)      Plus such indeterminate  number of additional shares of Common Stock as
         may  be  issued  as the  result  of  adjustments  required  by  certain
         antidilution  provisions,  in  accordance  with Rule  416(a)  under the
         Securities Act of 1933, as amended (the "Securities Act").

(2)      Estimated  solely for  purposes of  determining  the  registration  fee
         pursuant  to  Rule  457  under  the  Securities  Act,  which  has  been
         calculated  on the  basis of the  average  of the  high and low  prices
         reported on June 19, 1996 on the New York Stock  Exchange,  which price
         was $20.125 per share.

              (THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY)
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 1 of Form S-8.

                                                      PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The   following   documents   filed  by  Cavalier   Homes,   Inc.  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference:

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

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934 (the "Exchange Act") for periods since December
31, 1995; and

         (c) The description of the  Registrant's  Common Stock 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 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.

         All documents  filed by the Registrant  pursuant to Sections 13, 14 and
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold  shall be  deemed  to be  incorporated  by  reference  in this
Registration  Statement and to be a part thereof from the date of 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 this  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
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                       3
ITEM 4.  DESCRIPTION OF SECURITIES

         (Not Applicable)

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         (Not Applicable)

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         (a)  Article  VII  of  the  By-laws  of  the  Registrant  provides  for
indemnification of directors and officers, in certain instances.  The provisions
of said Article are as follows:

                  SECTION 1.  Indemnification in Actions Arising Out of Capacity
                  as Officer, Director, Employee or Agent. The corporation shall
                  indemnify any person who was or is a party or is threatened to
                  be made a  party  to any  threatened,  pending,  or  completed
                  action,   suit  or  proceeding,   whether   civil,   criminal,
                  administrative or investigative (other than an action by or in
                  the right of the corporation) by reason of the fact that he is
                  or  was  a  director,   officer,  employee  or  agent  of  the
                  corporation,  or is or  was  serving  at  the  request  of the
                  corporation  as a  director,  officer,  employee  or  agent of
                  another  corporation,  partnership,  joint  venture,  trust or
                  other  enterprise,   against  expenses  (including  attorneys'
                  fees),  judgments,   fines  and  amounts  paid  in  settlement
                  actually and  reasonably  incurred by him in  connection  with
                  such action,  suit or proceeding if he acted in good faith and
                  in a manner he reasonably  believed to be in or not opposed to
                  the best  interests of the  corporation,  and, with respect to
                  any criminal action or proceeding,  had no reasonable cause to
                  believe his conduct was unlawful.

                  The termination of any action, suit or proceeding by judgment,
                  order,  settlement,   conviction,  or  upon  a  plea  of  nolo
                  contendere or its equivalent,  shall not, of itself,  create a
                  presumption that the person did not act in good faith and in a
                  manner which he reasonably believed to be in or not opposed to
                  the best  interests of the  corporation,  and, with respect to
                  any criminal  action or proceeding,  had  reasonable  cause to
                  believe that his conduct was unlawful.

                  SECTION  2.  Indemnification  in  Actions  by or in  Right  of
                  Corporation.  The  corporation  shall indemnify any person who
                  was or is a party or is  threatened  to be made a party to any
                  threatened,  pending or completed  action or suit by or in the
                  right of the corporation to procure a judgment in its favor by
                  reason  of the  fact  that he is or was a  director,  officer,
                  employee or agent of the corporation,  or is or was serving at
                  the  request  of  the  corporation  as  a  director,  officer,
                  employee or agent of another corporation,  partnership,  joint
                  venture, trust or other enterprise against expenses (including
                  attorneys'  fees) actually and  reasonably  incurred by him in
                  connection  with the defense or  settlement  of such action or
                  suit if he acted in good  faith and in a manner he  reasonably
                  believed to be in or not opposed to the best  interests of the
                  corporation and except that no  indemnification  shall be made
                  in  respect  to any  claim,  issue or matter as to which  such
                  person shall have been adjudged to be liable for negligence or
                  misconduct in the  performance of his duty to the  corporation
                  unless  and  only to the  extent  that the  Delaware  Court of
                  Chancery or the court in which such action or suit was brought
                  shall   determine   upon   application   that,   despite   the
                  adjudication of liability but in view of all the circumstances
                  of the case, such person is fairly and reasonably  entitled to
                  indemnity  for such  expenses  which  such  court  shall  deem
                  proper.

                  SECTION  3.  Indemnification  When  Successful  on  Merits  or
                  Otherwise. To the extent that a director, officer, employee or
                  agent of the  corporation has been successful on the merits or
                  otherwise  in  defense  of  any  action,  suit  or  proceeding
                  referred  to in  Sections 1 and 2 of this  Article  VII, or in
                  defense  of any  claim  issue or matter  therein,  he shall be
                  indemnified  against  expenses  (including   attorneys'  fees)
                  actually  and   reasonably   incurred  by  him  in  connection
                  therewith.
                                       4
SECTION 4. Determination of Meeting Applicable  Standard.  Any
                  indemnification  under  Sections I and 2 of this  Article  VII
                  (unless  ordered by a court) shall be made by the  corporation
                  only as authorized  in the specific case upon a  determination
                  that  indemnification  of the director,  officer,  employee or
                  agent is proper in the  circumstances  because  he has met the
                  applicable  standard  of conduct set forth in Sections I and 2
                  of this Article VII. Such determination shall be made (a) by a
                  majority  vote of the  directors  who were not parties to such
                  action, suit or proceeding, even though less than a quorum, or
                  (b) if there are no such  directors,  or if such  directors so
                  direct, by independent legal counsel in a written opinion,  or
                  (c) by the stockholders.

                  SECTION 5.  Payment of Expenses in Advance of  Disposition  of
                  Action.  Expenses  incurred  by  an  officer  or  director  in
                  defending a civil or criminal action,  suit, or proceeding may
                  be paid by the corporation in advance of the final disposition
                  of such action, suit, or proceeding as authorized by the board
                  of  directors  in  the  specific   case  upon  receipt  of  an
                  undertaking  by or on behalf of such  director  or  officer to
                  repay such amount  unless it shall  ultimately  be  determined
                  that he is entitled to be  indemnified  by the  corporation as
                  authorized  in this Article  VII.  Such  expenses  incurred by
                  other  employees and agents may be so paid upon such terms and
                  conditions,   if  any,  as  the  board  of   directors   deems
                  appropriate.

                  SECTION 6.  Nonexclusivity  of  Article.  The  indemnification
                  provided by this Article VII shall not be deemed  exclusive of
                  any other rights to which those seeking indemnification may be
                  entitled under any by-law,  agreement, vote of stockholders or
                  disinterested directors or otherwise, both as to action in his
                  official  capacity and as to action in another  capacity while
                  holding such office, and shall continue as to a person who has
                  ceased to be a director,  officer, employee or agent and shall
                  inure   to  the   benefit   of  the   heirs,   executors   and
                  administrators of such a person. The indemnification  provided
                  by this  Article  VII shall not be  exclusive  of any  powers,
                  rights,  agreements  or  undertakings  which  may  be  legally
                  permissible  or authorized by or under any applicable law but,
                  notwithstanding  any other provisions of this Article VII, the
                  indemnification  authorized  and  provided by this Article VII
                  shall   be   applicable   only  to  the   extent   that   such
                  indemnification shall not duplicate indemnity or reimbursement
                  which such person has received or shall receive otherwise than
                  under this Article VII.

                  SECTION  7.  Insurance.   The  corporation  may  purchase  and
                  maintain  insurance  on behalf of any  person  who is or was a
                  director, officer, employee or agent of the corporation, or is
                  or  was  serving  at  the  request  of  the  corporation  as a
                  director,  officer,  employee or agent of another corporation,
                  partnership,  joint venture, trust or other enterprise against
                  any liability  asserted against him and incurred by him in any
                  such capacity,  or arising out of his status as such,  whether
                  or not the  corporation  would have the power to indemnify him
                  against such  liability  under the  provisions of this Article
                  VII or otherwise.

                  SECTION 8.  Constituent  Corporations.  For  purposes  of this
                  Article VII, references to "the corporation" shall include, in
                  addition  to this  corporation,  any  constituent  corporation
                  (including any constituent of a constituent)  absorbed by this
                  corporation  in  a  consolidation  or  merger  which,  if  its
                  separate  existence  had  continued,  would have had power and
                  authority to indemnify its directors,  officers, and employees
                  or  agents,  so  that  any  person  who is or was a  director,
                  officer, employee or agent of such constituent corporation, or
                  is  or  was  serving  at  the  request  of  such   constituent
                  corporation  as a  director,  officer,  employee  or  agent of
                  another  corporation,  partnership,  joint  venture,  trust or
                  other  enterprise,  shall stand in the same position under the
                  provisions  of this Article VII with respect to the  resulting
                  or surviving corporation as he would have with respect to such
                  constituent   corporation   if  its  separate   existence  had
                  continued.

                  SECTION 9. Definitions.  For purposes of this Article VII, the
                  phrases "other enterprises,"  "fines," "serving at the request
                  of the  corporation" and "not opposed to the best interests of
                  the corporation"  shall, in addition to the normal meanings of
                  said  phrases,  be deemed to include the meanings  ascribed to
                  said phrases in Section 145(i) of the General  Corporation Law
                  of the State of Delaware or any successor provision thereto.

                                       5
(b)  In  addition  to the  foregoing  provisions  of  the  Registrant's
By-laws,  directors,  officers and controlling  persons of the Registrant may be
indemnified by the  Registrant  pursuant to the provisions of Section 145 of the
Delaware General Corporation Law.

         (c) The  Registrant  maintains   officers'   and  directors'  liability
insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         (Not Applicable)

ITEM 8.  EXHIBITS

         The following exhibits are included herewith or incorporated  herein by
reference as  indicated.  The number of each exhibit  corresponds  to the number
assigned to it in Item 601 of Regulation S-K.

Exhibit                            Description

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

4(c)    Cavalier  Homes,  Inc. Key Employee Stock  Incentive Plan  (incorporated
        by reference  to  the  Key  Employee  Stock  Incentive  Plan filed as an
        Appendix to the Registrant's definitive Proxy  Statement  for the Annual
        Meeting of Stockholders held May 15, 1996)*

5       Opinion of Berkowitz,  Lefkovits,   Isom  &  Kushner,   A   Professional
        Corporation**

23(a)   Consent of Deloitte & Touche LLP**

23(b)   Consent  of  Berkowitz,   Lefkovits,   Isom  &  Kushner, A  Professional
        Corporation (included in Exhibit 5)**

         *  Incorporated herein by reference as indicated.
         ** Filed herewith.

                                       6
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

                           (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 this 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 offering thereof.

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

                                       7
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 June 20, 1996.

                                           CAVALIER HOMES, INC.

                                           By: s/ Jerry F. Wilson
                                              ------------------------
                                              Jerry F. Wilson
                                              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.

Name                                   Title                         Date

s/ Barry B. Donnell          Chairman of the Board               June 20, 1996
- ---------------------------       and Director
Barry B. Donnell                            

s/ Jerry F. Wilson           President, Chief Executive          June 20, 1996
- ---------------------------       Officer and Director
Jerry F. Wilson                   (Principal executive officer)
                                            

s/ David A. Roberson         Secretary-Treasurer and Chief       June 20, 1996
- ---------------------------       Financial Officer
David A. Roberson                 (Principal financial and
                                  accounting officer)

                                       8
s/ Thomas A. Broughton, III  Director                            June 20, 1996
- ---------------------------
Thomas A. Broughton, III

s/ John W Lowe               Director                            June 20, 1996
- ---------------------------
John W  Lowe

s/ Lee Roy Jordan            Director                            June 20, 1996
- ---------------------------
Lee Roy Jordan

                                       9
EXHIBIT INDEX

Exhibit              Description                                         Page

5     Opinion of Berkowitz, Lefkovits, Isom & Kushner, 
      A Professional Corporation                                          11

23(a) Consent of Deloitte & Touche LLP                                    13

                                       10