EXHIBIT 4.2





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                        OAKWOOD MORTGAGE INVESTORS, INC.,

                         OAKWOOD ACCEPTANCE CORPORATION


                                       AND


              CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION,
                                   AS TRUSTEE



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                               AMENDMENT NO. 2 TO

                  SERIES 1999-C POOLING AND SERVICING AGREEMENT

                          Dated as of December 12, 2000


                                   ----------



                        OAKWOOD MORTGAGE INVESTORS, INC.,

                               SENIOR/SUBORDINATED

                    PASS-THROUGH CERTIFICATES, SERIES 1999-C

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



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         AMENDMENT NO. 2 (the "Amendment") dated as of December 12, 2000 to the
Series 1999-C Pooling and Servicing Agreement, dated as of June 1, 1999 (the
"Series Agreement") among OAKWOOD MORTGAGE INVESTORS, INC., a North Carolina
corporation (the "Company"), OAKWOOD ACCEPTANCE CORPORATION, North Carolina
corporation, as servicer (the "Servicer"), and CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, a national banking association, as trustee (successor in
interest to PNC Bank, National Association, the "Trustee"). The Series
Agreement, together with the Company's Standard Terms to Pooling and Servicing
Agreement, May 1999 Edition, as amended from time to time (the "Standard Terms")
are referred to herein as the "Pooling and Servicing Agreement".

                              PRELIMINARY STATEMENT


         Section 11.01 of the Standard Terms provides, inter alia, that the
Pooling and Servicing Agreement may be amended from time to time by the Company,
the Servicer, and the Trustee, without the consent of any of the
Certificateholders with the consent of the Holders entitled to at least a
majority of the Voting Rights of each Class of Certificates that would be
affected by such amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
the Certificates; provided, however, that no such amendment shall (i) reduce in
any manner the amount of, or delay the timing of, payments received on Contracts
or Mortgage Loans that are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) affect adversely in any
material respect the interests of the Holders of any Class of Certificates in a
manner other than described in clause (i) of this paragraph, without the consent
of the Holders of Certificates of such Class evidencing at least 66% of the
Voting Rights with respect to such Class, or (iii) reduce the aforesaid
percentage of Certificates the Holders of which are required to consent to any
such amendment, without the consent of such Holders of all Certificates then
outstanding, as specified in section 11.01 of the Standard Terms.


         All capitalized terms not otherwise defined herein are defined in the
Pooling and Servicing Agreement. All Article, Section or Subsection references
herein shall mean Article, Section or Subsections of the Pooling and Servicing
Agreement, except as otherwise provided herein.


SECTION 1.        Amendment to Series Agreement.
                  -----------------------------


           (a)        Section 2. The  definition  of "Rule 144A  Certificates"
                      is hereby  amended by deleting  the words "Class B-2,"
                      therefrom.
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SECTION 2.        Counterparts.
                  ------------

         This Amendment may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.


SECTION 3.        Governing Law.
                  -------------

         THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NORTH CAROLINA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


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         IN WITNESS WHEREOF, Oakwood Mortgage Investors, Inc., Oakwood
Acceptance Corporation and the Trustee have caused this Amendment to be duly
executed by their respective officers thereunto duly authorized as of the date
first above written.

                                     OAKWOOD MORTGAGE INVESTORS, INC.

                                     By: /s/ Dennis Hazelrigg
                                        -------------------
                                             Name:  Dennis Hazelrigg
                                             Title:  President


                                     OAKWOOD ACCEPTANCE CORPORATION,
                                     as Servicer


                                     By: /s/ Douglas R. Muir
                                        -------------------
                                             Name:  Douglas R. Muir
                                             Title:   Vice President




                                     CHASE MANHATTAN TRUST COMPANY,
                                     NATIONAL ASSOCIATION, as Trustee


                                     By: /s/ Judy A. Wisniewski
                                        -------------------
                                             Name:  Judy A. Wisniewski
                                             Title:  Assistant Vice President