UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  Form 10-K/A

          [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2004,
                                                     or

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ________ to ________

                           Commission File No. 1-9792

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

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

             32 Wilson Boulevard 100,                              35540
                Addison, Alabama                                 (Zip Code)
           (Address of principal executive offices)

             Registrant's telephone number, including area code: (256) 747-9800
              Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                  Name of Each Exchange on Which Registered
------------------                   ----------------------------------------
Common Stock, Par Value $.10             American Stock Exchange

                 Securities registered pursuant to Section 12(g) of the Act:
                                      None

    Indicate by check mark whether registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

    Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2 of the Act). Yes [X] No [ ]

    The aggregate market value of the voting common equity held by
non-affiliates computed by reference to the closing price of such stock on the
American Stock Exchange as of June 26, 2004 was $84,577,225.

    The number of shares outstanding of each of the registrant's classes of
common stock, as of April 29, 2005.
                    Common, $0.10 par value: 18,034,929
                    -------------------------



<PAGE>


    DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Company's Proxy Statement for the 2005 Annual Meeting
of Stockholders which was filed with the Securities and Exchange Commission (the
"Commission") on April 22, 2005 are incorporated by reference into Part III of
this Annual Report on Form 10-K.

EXPLANATORY NOTE

    In November 2004, the Commission issued an exemptive order providing certain
companies that met criteria specified by the Commission with an extension of up
to 45 days for filing of management's report on the company's internal control
over financial reporting and the related attestation from the Company's
independent registered public accounting firm.  Cavalier Homes, Inc. (the
"Company") elected to utilize this extension period.  Therefore, the Company
hereby amends its Annual Report on Form 10-K, filed March 31, 2005 (the
"Original Filing"), to include Management's Report on Internal Control Over
Financial Reporting and the Report of Independent Registered Public Accounting
Firm required in Item 9A, "Controls and Procedures" on Form 10-K.  As a result
of this amendment, the Company is also filing as exhibits to this Amendment No.
1 to Form 10-K on Form 10-K/A the certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 and a consent of the Company's independent registered
public accounting firm.  This Form 10-K/A does not reflect events occurring
after the date of the filing of the Original Filing or amend or update other
disclosures therein.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

         The Company maintains a system of controls and procedures designed to
provide reasonable assurance as to the reliability of the financial statements
and other disclosures in this report, as well as to safeguard assets from
unauthorized use or disposition. Management of the Company, under the
supervision of and with the participation of the chief executive officer and
chief financial officer, evaluated the effectiveness of the design and operation
of the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of
December 31, 2004. Based on this evaluation, the Company's chief executive
officer and chief financial officer concluded that, as of December 31, 2004, the
disclosure controls and procedures of the Company were not effective due to the
material weakness discussed below.

Procedures were performed to enable the Company to conclude that its financial
statements as of December 31, 2004 and 2003 and for each of the three years in
the period ended December 31, 2004 were presented fairly in all material
respects despite the material weakness identified in its internal control over
financial reporting. Those procedures included the following:

    (1)     Use of financial reporting and disclosure, SEC and MD&A checklists

    (2)     Review of the Company's financial statements and related footnotes
            by the audit committee

    (3)     Review of selected competitors' public filings

<PAGE>
(b) Changes in Internal Control Over Financial Reporting

Specific initiatives with respect to our disclosure controls and procedures have
been and/or will be undertaken to address the material weakness described below
and include the following:

    (1)    Employ additional staff

    (2)    Train staff on the application of relevant accounting pronouncements

    (3)    Engage outside professional accounting services as needed to assist
           in accounting for non-routine or complex accounting matters


(c) Management's Report on Internal Control Over Financial Reporting

         Management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The
Company's internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. The Company's internal control over
financial reporting includes those policies and procedures that: (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the
Company's assets that could have a material effect on the financial statements.

         Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of
the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

         A material weakness is a significant deficiency (within the meaning of
Public Company Accounting Oversight Board Auditing Standards No. 2), or
combination of significant deficiencies, that results in there being more than a
remote likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected on a timely basis by
employees in the normal course of their assigned functions.

         Management of the Company assessed the effectiveness of the Company's
internal control over financial reporting as of December 31, 2004, using the
criteria issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") in Internal Control-Integrated Framework. In completing its
assessment, management identified the following material weakness in the design
of internal control: the Company had a limited number of personnel within its
accounting function to identify, research, review and conclude on non-routine or
complex accounting matters and as a result, adjustments were identified related
to the reserve for repurchase commitments and impairment of long-lived assets,
which were not material to the consolidated financial statements. As a result of
this material weakness, management has concluded that, as of December 31, 2004,
internal control over financial reporting was not effective based on the COSO
Framework.


<PAGE>

         The Company's independent registered public accounting firm has issued
an attestation report on management's assessment of the Company's internal
control over financial reporting, which appears below.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Cavalier Homes, Inc.

We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that Cavalier
Homes, Inc. and subsidiaries (the "Company") did not maintain effective internal
control over financial reporting as of December 31, 2004, because of the effect
of the material weakness identified in management's assessment based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. The Company's management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on management's
assessment and an opinion on the effectiveness of the Company's internal control
over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed by,
or under the supervision of, the company's principal executive and principal
financial officers, or persons performing similar functions, and effected by the
company's board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of
the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
<PAGE>

A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. The following material weakness was identified and included in
management's assessment: The Company's controls over the selection and
application of complex accounting policies in accordance with generally accepted
accounting policies were inadequate as a result of a limited number of personnel
within its accounting function to identify, research, review and conclude on
non-routine or complex accounting matters. As a result, adjustments were
identified related to the reserve for repurchase commitments and impairment of
long-lived assets, which were not material to the consolidated financial
statements. Based on the potential for errors or omissions as a result of the
deficiency, there was a more than remote likelihood that a material misstatement
of the interim or annual financial statements would not have been prevented or
detected. This material weakness was considered in determining the nature,
timing, and extent of audit tests applied in our audit of the consolidated
financial statements and financial statement schedule as of and for the year
ended December 31, 2004, of the Company and this report does not affect our
report on such financial statements and financial statement schedule.

In our opinion, management's assessment that the Company did not maintain
effective internal control over financial reporting as of December 31, 2004, is
fairly stated, in all material respects, based on the criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Also in our opinion, because of the
effect of the material weakness described above on the achievement of the
objectives of the control criteria, the Company did not maintain effective
internal control over financial reporting as of December 31, 2004, based on the
criteria established in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated financial
statements and financial statement schedule as of and for the year ended
December 31, 2004, of the Company and our report dated March 28, 2005 expressed
an unqualified opinion on those financial statements and financial statement
schedule and included an explanatory paragraph regarding the Company's adoption
of Statements of Financial Accounting Standards No. 142 and 146.

/s/ Deloitte & Touche LLP
Birmingham, Alabama
May 2, 2005





<PAGE>


ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

      (a) Documents filed as part of this Annual Report on Form 10-K/A:

Exhibit Number

      23       Consent of Deloitte & Touche LLP, Independent Registered Public
               Accounting Firm.

      31       Rule 13a-15(e) or 15d-15(e) Certifications

               (a) Certification of principal executive officer pursuant to
                   Exchange Act Rule 13a-15(e).

               (b) Certification of principal financial officer pursuant to
                   Exchange Act Rule 13a-15(e) or 15d-15(e).



<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                Cavalier Homes, Inc.

                                By:    /s/David A. Roberson
                                       ---------------------
                                       David A. Roberson
                                Its:   President and Chief Executive Officer

                                Date:  May 2, 2005


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacity and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                                          <C>                                <C>
               Signature                                    Title                              Date
               ---------                                    -----                              ----
         /s/ David A. Roberson            Director and Principal Executive Officer         May 2, 2005
       -------------------------

         /s/ Michael R. Murphy                     Chief Financial Officer
       -------------------------              And Principal Accounting Officer             May 2, 2005

           /s/ Barry Donnell                 Chairman of the Board and Director            May 2, 2005
       ------------------------

      /s/Thomas A. Broughton, III                         Director                         May 2, 2005
       -------------------------

            /s/John W Lowe                                Director                         May 2, 2005
       -------------------------

          /s/ Lee Roy Jordan                              Director                         May 2, 2005
       -------------------------

          /s/ J. Don Williams                             Director                         May 2, 2005
       -------------------------

      /s/ A. Douglas Jumper, Sr.                          Director                         May 2, 2005
       -------------------------

       /s/ Norman W. Gayle, III                           Director                         May 2, 2005
       -------------------------

           /s/ Bobby Tesney
       -------------------------                          Director                         May 2, 2005

</TABLE>



<PAGE>


                              EXHIBIT INDEX



Exhibit Number

(23)                  Consent of Deloitte & Touche LLP

(31)     Exhibits

                  (a) Certification of principal executive officer pursuant to
                      Exchange Act Rule 13a-15(e) or 15d-15(e).

                  (b) Certification of principal financial officer pursuant to
                      Exchange Act Rule 13a-15(e) or 15d-15(e).



<PAGE>


                                   Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in Registration Statement Nos.
33-20859, 33-86232, 333-06371, 333-19833, 333-90652 on Form S-8 and Registration
Statement Nos. 333-18213 (as amended) and 333-48111 (as amended) on Form S-3 of
Cavalier Homes, Inc. of our report on internal control over financial reporting
dated May 2, 2005 (which report expresses an adverse opinion on the
effectiveness of the Company's internal control over financial reporting and
includes an explanatory paragraph relating to a material weakness identified),
appearing in this Amendment to the Annual Report on Form 10-K of Cavalier Homes,
Inc. for the year ended December 31, 2004.

/s/ Deloitte & Touche LLP
Birmingham, Alabama
May 2, 2005


<PAGE>


                                 Exhibit 31(a)

                           CERTIFICATIONS PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

                                CERTIFICATION

I, David A. Roberson, certify that:

        1.      I have reviewed this annual report on Form 10-K/A of Cavalier
                Homes, Inc.;

        2.       Based on my knowledge, this annual report does not contain any
        untrue statement of a material fact or omit to state a material fact
        necessary to make the statements made, in light of the circumstances
        under which such statements were made, not misleading with respect to
        the period covered by this annual report;

        3.       Paragraph omitted pursuant to FAQ No. 1 published by the SEC on
        January 21, 2005;

        4.       The registrant's other certifying officer and I are responsible
        for establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
        control over financial reporting (as defined in Exchange Act Rules
        13a-15(f) and 15d-15(f)for the registrant and we have:

                a.       designed such disclosure controls and procedures, or
         caused such disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this annual report is being prepared;

                b.       designed such internal control over financial
         reporting, or caused such internal control over financial reporting to
         be designed under our supervision, to provide reasonable assurance
         regarding the reliability of financial reporting and the preparation of
         financial statements for external purposes in accordance with
         accounting principles generally accepted in the United States of
         America;

                c.      evaluated the effectiveness of the registrant's
         disclosure controls and procedures and presented in this annual report
         our conclusions about the effectiveness of the disclosure controls and
         procedures, as of the end of the period covered by this annual report
         based on such evaluations; and

                d.       disclosed in this annual report any change in the
         registrant's internal control over financial reporting that occurred
         during the registrant's most recent fiscal quarter that has materially
         affected, or is reasonably likely to materially affect, the
         registrant's internal control over financial reporting; and

        5.       The registrant's other certifying officer and I have disclosed,
        based on our most recent evaluation of internal control over financial
        reporting, to the registrant's auditors and the audit committee of
        registrant's board of directors (or persons performing the equivalent
        function):

                a.       all significant deficiencies and material weaknesses
         in the design or operation of internal control over financial reporting
         which are reasonably likely to adversely affect the registrant's
         ability to record, process, summarize and report financial information;
         and

                b.       any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal control over financial reporting.


                                           /S/ DAVID A. ROBERSON
                                           ---------------------
                                               David A. Roberson
                                           Chief Executive Officer


Date: May 2, 2005



<PAGE>


                                 Exhibit 31(b)

                           CERTIFICATIONS PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

                                 CERTIFICATION

I, Michael R. Murphy, certify that:

        1.       I have reviewed this annual report on Form 10-K/A of Cavalier
        Homes, Inc.;

        2.       Based on my knowledge, this annual report does not contain any
        untrue statement of a material fact or omit to state a material fact
        necessary to make the statements made, in light of the circumstances
        under which such statements were made, not misleading with respect to
        the period covered by this annual report;

        3.       Paragraph omitted pursuant to FAQ No. 1 published by the SEC on
        January 21, 2005;

        4.       The registrant's other certifying officer and I are responsible
        for establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
        control over financial reporting (as defined in Exchange Act Rules
        13a-15(f) and 15d-15(f)for the registrant and we have:

                a.       designed such disclosure controls and procedures, or
        caused such disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known to
        us by others within those entities, particularly during the period in
        which this annual report is being prepared;

                b.       designed such internal control over financial
        reporting, or caused such internal control over financial reporting to
        be designed under our supervision, to provide reasonable assurance
        regarding the reliability of financial reporting and the preparation of
        financial statements for external purposes in accordance with accounting
        principles generally accepted in the United States of America;

                c.       evaluated the effectiveness of the registrant's
        disclosure controls and procedures and presented in this annual report
        our conclusions about the effectiveness of the disclosure controls and
        procedures, as of the end of the period covered by this annual report
        based on such evaluations; and

                d.       disclosed in this annual report any change in the
        registrant's internal control over financial reporting that occurred
        during the registrant's most recent fiscal quarter that has materially
        affected, or is reasonably likely to materially affect, the registrant's
        internal
         control over financial reporting; and

        5.       The registrant's other certifying officer and I have disclosed,
        based on our most recent evaluation of internal control over financial
        reporting, to the registrant's auditors and the audit committee of
        registrant's board of directors (or persons performing the equivalent
        function):

                a.       all significant deficiencies and material weaknesses in
        the design or operation of internal control over financial reporting
        which are reasonably likely to adversely affect the registrant's ability
        to record, process, summarize and report financial information; and

                b.       any fraud, whether or not material, that involves
        management or other employees who have a significant role in the
        registrant's internal control over financial reporting.


                                       /S/ MICHAEL R. MURPHY
                                       ---------------------
                                           Michael R. Murphy
                                       Chief Financial Officer


Date: May 2, 2005