COMPOSITE
             AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                              CAVALIER HOMES, INC.




                  In  accordance  with     the    provisions  of   the   General
Corporation  Law of  the  State  of   Delaware,  including,  without limitation,
Sections 103, 242 and 245 thereof, Cavalier Homes, Inc., a corporation organized
and existing under the laws of the State of Delaware (the "corporation"), hereby
certifies:  (i) that the  present name  of  the  corporation is "Cavalier Homes,
Inc.";  (ii) that the original certificate of  incorporation  of the corporation
was filed with the Secretary  of State of the State of  Delaware on December 23,
1985;  (iii) that  certificates   of amendment  were filed with the Secretary of
State of   the   State   of   Delaware on March   20,   1986,  and July 7, 1987,
respectively,  and a restated  certificate of  incorporation  was filed on April
21, 1993,  thereby restating  the original  certificate  of incorporation of the
corporation, as amended;  (iv) that this Restated Certificate  of  Incorporation
of  Cavalier  Homes,  Inc.  has been  adopted   by the  board of  directors  and
the stockholders  of the  corporation  in  accordance  with  the  provisions  of
Sections  242 and 245 of the  General  Corporation Law of the State of Delaware;
(v) that this Restated  Certificate of  Incorporation of  Cavalier  Homes,  Inc.
restates  and  integrates  and also   further   amends  the  provisions  of  the
corporation's     certificate   of   incorporation  as  theretofore  amended  or
supplemented;   and (vi)  that  this  Restated   Certificate of Incorporation of
Cavalier Homes, Inc. reads as follows:

       1.       The name of the corporation is Cavalier Homes, Inc.


       2.       The  address of its   registered   office   in   the   State  of
   Delaware is  1209  Orange  Street,  in  the  City of  Wilmington,   County of
   New Castle.  The   name  of  its   registered  agent at  such  address is The
   Corporation Trust Company.


       3.       The nature of the  business   or  purposes  to be  conducted  or
   promoted is to   engage in any lawful act or activity for which  corporations
   may be organized under the General Corporation Law of Delaware.


       4.       The total number of shares of stock which the corporation  shall
   have authority to issue is  50,500,000; 50,000,000 of the  authorized  shares
   shall be Common  Stock,  $.10 par   value each; and 500,000 of the authorized
   shares shall be Preferred Stock, $.01 par value each.

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                Shares of Preferred  Stock may be issued from time  to   time in
   one or more   series,   each   such    series   to  have    such  distinctive
   designation  or  title   as  may be  fixed  by the  board of directors  prior
   to  the  issuance  of any  shares   thereof.  Each   such  series  shall have
   such  voting  powers,  if   any,   and  such  designations,  preferences  and
   relative,   participating,   optional,   or  other  special  rights, and such
   qualifications,   limitations,   or   restrictions   thereof  as   shall   be
   stated  in  the   resolution   or   resolutions  providing  for  the issue of
   such  series  of  Preferred  Stock,  as  may  be  adopted  from  time to time
   by  the  board  of directors  prior  to the  issuance of any shares  thereof,
   in   accordance   with   the  laws  of  the   State  of Delaware.  Each share
   of  any   series  of  Preferred  Stock  shall  be  identical  with  all other
   shares  of  such  series,  except  as  to   the  date from  which accumulated
   preferred dividends, if any, shall be cumulative.

                Unless  otherwise  stated   herein   or   in the   resolution or
   resolutions providing for the issuance  of the Preferred  Stock or any series
   thereof, each share of Preferred  Stock and each share of Common  Stock shall
   be of equal rank and shall  entitle the holders thereof to  the  same  rights
   and privileges.


       5.       The board of directors  is  empowered  to make,  alter or repeal
   the by-laws of the corporation.


       6.       Whenever a compromise or arrangement is proposed   between  this
   corporation   and   its  creditors  or any  class of them and/or between this
   corporation   and  its   stockholders  or  any   class of them,  any court of
   equitable jurisdiction within the State of  Delaware  may, on the application
   in  a  summary  way  of this  corporation  or of any creditor or  stockholder
   thereof or on the  application of any receiver  or  receivers  appointed  for
   this   corporation   under  the  provisions  of section 291 of Title 8 of the
   Delaware Code or on the  application  of trustees is dissolution  or  of  any
   receiver   or receivers  appointed for this corporation  under the provisions
   of section    279   of Title 8 of the  Delaware  Code order a meeting  of the
   creditors  or class  of   creditors,  and/or  of the stockholders or class of
   stockholders of this corporation, as the case may be, to be  summoned in such
   manner  as the said  court  directs.  If a  majority  in number  representing
   three-fourths  in value   of the  creditors  or class  of  creditors,  and/or
   of the stockholders  or class of  stockholders  of this  corporation,  as the
   case may be, agree to any compromise or arrangement and to any reorganization
   of this  corporation as consequence of such compromise  or  arrangement,  the
   said  compromise  or  arrangement  and the said  reorganization    shall,  if
   sanctioned   by  the  court to which the said  application  has been made, be
   binding on all  the  creditors  or  class  of  creditors,  and/or on  all the
   stockholders  or  class of stockholders, of this corporation, as the case may
   be, and also on this corporation.


       7.       The   election   of   directors need not be conducted by written
   ballot.


       8.       The  corporation  reserves  the right to  amend,  alter,  change
   or repeal  any provision  contained  in this  certificate  of  incorporation,
   in the  manner  now  or   hereafter  prescribed  by  statute,  and all rights
   conferred upon stockholders  herein are granted subject to  this reservation.

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      9.       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 General  Corporation  Law of  Delaware,  as the same exists or may
   be hereafter  amended,  or (iv) for any transaction  from which the  director
   derived  an  improper  personal  benefit.  If the  General   Corporation  Law
   of  Delaware is  hereafter  amended to  authorize   the  further  elimination
   or limitation of the liability of directors, then the liability of a director
   of the  corporation,   in  addition to the  limitation on personal  liability
   provided  herein,  shall be limited to the  fullest  extent  permitted by the
   amended  General  Corporation  Law of  Delaware.  Any repeal or  modification
   of  this  paragraph  by  the   stockholders   of  the  corporation   shall be
   prospective   only,  and  shall  not adversely  affect any  limitation on the
   personal  liability of a director of  the corporation existing at the time of
   such repeal or modification.