EXHIBIT 4.4





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                        OAKWOOD MORTGAGE INVESTORS, INC.,

                         OAKWOOD ACCEPTANCE CORPORATION


                                       AND


                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                                   AS TRUSTEE



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                               AMENDMENT NO. 2 TO

                  SERIES 2000-C POOLING AND SERVICING AGREEMENT

                          Dated as of December 14, 2000


                                   ----------



                        OAKWOOD MORTGAGE INVESTORS, INC.,

                               SENIOR/SUBORDINATED

                    PASS-THROUGH CERTIFICATES, SERIES 2000-C

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         AMENDMENT NO. 2 (the "Amendment") dated as of December 14, 2000 to the
Series 2000-C Pooling and Servicing Agreement, dated as of September 1, 2000
(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 WELLS FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as trustee (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 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




                                     WELLS FARGO BANK MINNESOTA, NATIONAL
                                     ASSOCIATION, as Trustee


                                     By: /s/ Timothy Matyi
                                        ------------------
                                              Name:  Timothy Matyi
                                              Title: Assistant Vice President