EXHIBIT 10.2

                          AMERICAN HOMESTAR CORPORATION

                        2001 MANAGEMENT INCENTIVE PROGRAM

SECTION 1.   PURPOSE  AND  DEFINITIONS.
             -------------------------

     (a)     The  purpose  of the 2001 Management Incentive Program (the "Plan")
of  American  Homestar  Corporation,  a Texas corporation (the "Company"), is to
provide  an  incentive  for Eligible Employees (as defined below) to remain with
long  tenure  and maximize values to the shareholders of the Company through the
issuance of nonqualified stock options ("Options") to acquire shares of Series M
Common Stock, $.01 par value, of the Company ("Series M Common Stock"). The Plan
provides  Eligible  Employees  the  opportunity  to  purchase shares of Series M
Common  Stock pursuant to Options which are not intended to qualify as incentive
stock  options within the meaning of Section 422 of the Internal Revenue Code of
1986,  as  amended  (the "Code") and which are intended to be nonqualified stock
options  subject to the provisions of Section 83 of the Code. All Options issued
pursuant  to  the Plan shall vest and be exercisable pursuant to the terms of an
option  agreement  (an "Option Agreement") between the Company and the Optionee,
the  form  of  which  is  attached  hereto  as  Exhibit  A.

     (b)     The  term "Board" shall mean the Board of Directors of the Company.

     (c)     The term "Change of Control" shall mean the occurrence of either of
the  following:

               (i)  any  person  (as  such term is defined in Section 3(a)(9) of
          the Securities Exchange Act of 1934) or group (as such term is defined
          in Section 13(d)(3) of the Securities Exchange Act of 1934) other than
          a  trustee  or  other  fiduciary  holding securities under an employee
          benefit  plan  of  the  Company  or  a  corporation owned, directly or
          indirectly,  by  the  stockholders of the Company in substantially the
          same  proportions  as  their  ownership  of stock or the Company is or
          becomes  the beneficial owner (as such phrase is defined in Rule l3d-5
          under the Securities Exchange Act of 1934), directly or indirectly, of
          securities  of the Company representing fifty percent (50%) or more of
          the  combined  voting  power  of the Company's then-outstanding voting
          securities;

               (ii) the  shareholders  of  the  Company  approve  a  merger  or
          consolidation of the Company, with any other corporation, other than a
          merger  or consolidation that would result in the voting securities of
          the  Company  outstanding  immediately  prior  thereto  continuing  to
          represent  (either by remaining outstanding or by being converted into
          voting  securities  of  the  surviving  entity) at least fifty percent
          (50%)  of  the  combined  voting power of the voting securities of the
          Company  or  such  surviving entity outstanding immediately after such
          merger  or  consolidation;  or

              (iii) or  the stockholders of the Company approve an agreement for
          the  sale  or  disposition  by  the  Company  (or  its  consolidated
          subsidiaries) of all or substantially all of the Company's assets on a
          consolidated  basis  or  the  Board  of  Directors  (or  the


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          Board  of  Directors  of  a  consolidated subsidiary) approves such an
          agreement  for  which  shareholder  approval  is  not  required.

     However, in no event shall a "Change of Control" be deemed to have occurred
with  respect to an Optionee, if the Optionee is part of a purchasing group that
consummates the Change of Control transaction. An Optionee shall be deemed "part
of a purchasing group" for purposes of the preceding sentence if the Optionee is
an equity participant in the purchasing company or group (except for (i) passive
ownership  of  less  than  three  percent  (3%)  of  the stock of the purchasing
company,  or (ii) ownership of equity participation in the purchasing company or
group  that  is  otherwise not significant, as determined prior to the Change of
Control  by  a  majority  of  the  nonemployee  continuing  Directors).

     (d)     If  the Series M Common Stock issuable upon exercise of the Options
shall  be  changed  into  the  same or a different number of shares of any other
class  or  classes of stock, whether by capital reorganization, reclassification
or  otherwise  (other  than  a subdivision or combination of shares provided for
above),  then  the  Option  shall  be  adjusted  such  that  the Option shall be
exercisable  for the shares that the Optionee would otherwise have been entitled
to  receive  had  he  exercised  the  Option  immediately  before  such  change.

     (e)  The  term  "Eligible  Employees"  shall  mean Finis F. Teeter and such
other employees and officers of the Company as the Board, in its sole discretion
shall  designate  from  time  to  time.

     (f)     The  term  "Optionee"  shall mean an Eligible Employee who has been
granted  an  Option  pursuant  to  Section  5  of  the  Plan."

     (g)     The  term  "Fair  Market  Value"  of a share of the Series M Common
Stock  shall be equal to the fair market value of a share of the Series C Common
Stock  of  the  Company  ("Series  C Common Stock") as of the date of such event
giving  rise to such valuation; provided, however, that as of the Effective Date
of  the  Company's  Third  Amended Plan of Reorganization, the term "Fair Market
Value"  shall  mean  the initial fair market value of a share of Series M Common
Stock  as determined by the valuation firm selected by the Board and paid by the
Company.  In  the absence of a public market for the Series C Common Stock or an
agreement  on the fair market value of a share of the Series C Common Stock, the
Fair  Market Value shall be determined by the Board in a commercially reasonable
manner  or  if  there  is no consensus of the Board, by a professional valuation
firm.

SECTION 2.   AMOUNT  OF  STOCK.
             -----------------

     (a)     The  Company  shall  make  available  4,999,900  shares of Series M
Common  Stock  for  the  grant  of Options under the Plan (subject to adjustment
pursuant  to  certain  changes  in  the  Company's capitalization or pursuant to
subparagraph  (b) of this Section 2). If an Option expires or terminates for any
reason  without  having  been  fully  exercised,  or if Series M Common Stock is
forfeited  or  not issued, the unissued or forfeited Series M Common Stock which
had  been  subject  to  the  Option shall automatically become available for the
grant  of  additional  Options.


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     (b)     If  the Company shall (x) declare a dividend or make a distribution
on  its  Series  C  Common  Stock  in  shares  of its Series C Common Stock, (y)
subdivide  or  reclassify the outstanding shares of Series C Common Stock into a
greater  number  of shares of Series C Common Stock or (z) combine or reclassify
the  outstanding shares of Series C Common Stock into a smaller number of shares
of  Series  C  Common  Stock, then the number of shares of Series M Common Stock
subject  to  the  Plan  and  any  Option  issued thereunder shall be adjusted by
multiplying  the number of shares by a fraction (i) the numerator of which shall
be  the  total  number of issued and outstanding shares of Series C Common Stock
immediately  after  such  dividend,  distribution,  subdivision,  combination or
reclassification  and (ii) the denominator of which shall be the total number of
issued  and  outstanding shares of Series C Common Stock immediately before such
dividend, distribution, subdivision, combination or reclassification. Successive
adjustments  shall  be  made  whenever  any  event  specified above shall occur.

     (c)     If  the  Company  at  any  time  or  from  time  to  time makes any
distribution payable in securities of the Company other than in shares of Series
C  Common Stock and other than as otherwise adjusted hereunder, then and in each
such  event  provision  shall  be  made so that the Optionees shall receive upon
exercise  of  their  Options,  in  addition  to the number of shares of Series M
Common  Stock receivable thereupon, the amount of securities of the Company that
they  would  have  received had their Option been exercised as to such shares on
the  date  of  such  distribution.

     (d)     If  the Series M Common Stock issuable upon exercise of the Options
shall  be  changed  into  the  same or a different number of shares of any other
class  or  classes of stock, whether by capital reorganization, reclassification
or  otherwise  (other  than  a subdivision or combination of shares provided for
above),  then  the  Option  shall  be  adjusted  such  that  the Option shall be
exercisable  for the shares that the Optionee would otherwise have been entitled
to  receive  had  he  exercised  the  Option  immediately  before  such  change.

     (e)     If  the  Company  at  any  time or from time to time after the date
hereof  shall  issue  Additional  Shares  of  Series  C  Common  Stock  without
consideration  or  for a consideration per share less than the fair market value
in  effect  immediately  before such issue or sale, then, and in each such case,
the  exercise  price  in  effect  immediately before such issue or sale shall be
reduced,  concurrently  with  such  issue  or  sale,  to  a  price determined by
multiplying  such  exercise  price  by  a  fraction,

          (i)  the  numerator  of  which  shall  be  (A) the number of shares of
     Series  C  Common  Stock outstanding immediately before such issue or sale,
     plus the number of shares of Series C Common Stock issuable upon conversion
     of  any  Convertible  Securities  or  the  exercise of any Series C Options
     outstanding  immediately  before such issue or sale, plus (B) the number of
     shares  of  Series C Common Stock that the aggregate consideration received
     by  the  Company for the total number of such Additional Shares of Series C
     Common  Stock  so issued or sold would purchase at the fair market value of
     the  Series  C  Common  Stock  immediately  before  such issue or sale; and

          (ii) the  denominator of which shall be the number of shares of Series
     C  Common  Stock outstanding immediately after such issue or sale, plus the
     number  of  shares of Series C Common Stock issuable upon conversion of any
     Convertible  Securities  or  upon  the  exercise  of  any  Series C Options
     outstanding  immediately  before  such  issue  or  sale;


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provided, however, that treasury shares shall be deemed not to be outstanding.

     (f)     For  the  purpose  of this Plan, the following terms shall have the
following  respective  meaning:

     "Additional  Shares  of  Series  C  Common  Stock"  shall  mean  all shares
(including  treasury  shares)  of  Series  C  Common Stock issued or sold by the
Company  after the date hereof whether or not subsequently reacquired or retired
by  the  Company,  other  than  any  Excluded  Stock.

     "Convertible  Securities"  shall mean any evidences of indebtedness, shares
of  stock  (other than Series C Common Stock) or other securities that according
to  its  terms  entitles  the holder thereof, directly or indirectly, to convert
into  or  exchange  for  Series  C  Common  Stock.

     "Series  C Options" shall mean any rights, options or warrants to subscribe
for,  purchase  or otherwise acquire either Series C Common Stock or Convertible
Securities.

     "Excluded  Stock"  shall  mean  (i)  shares of capital stock of the Company
issued  or  issuable  in  connection  with  an  acquisition of a business by the
Company,  whether  by  merger,  the purchase of stock (or partnership or limited
liability company interests) or the purchase of assets, as a result of which (A)
in  the  case  of  a  merger or the purchase of stock (or partnership or limited
liability  company  interests),  the Company owns in excess of 50% of the voting
power  of  such  business  and  (B)  in  the case of the purchase of assets, the
Company  purchases  more than 50% of the total assets of such business, (ii) any
shares  of  capital  stock  of  the  Company  issued  or  issuable to employees,
officers,  consultants  or  directors of the Company pursuant to any approval of
the  Board  of  Directors  of  the Company or pursuant to any employee, officer,
consultant  or  director  benefit  plan,  including  any  stock  option  plan or
restricted  stock  plan,  approved by the Board of Directors of the Company, and
(iii)  any  shares  of  capital  stock  of the Company issued or issuable to (A)
banks,  savings  and  loan  associations,  equipment  lessors or similar lending
institutions  in  connection  with  such  entities  providing credit facilities,
equipment  financing  or similar transactions to the Company or (B) any party to
any  technology  transfer  agreement,  distribution  agreement,  manufacturing
agreement,  marketing agreement or any other agreement similar thereto, with the
Company,  if  and  only  if such facility, agreement, transaction or arrangement
included in this clause (iii) and the issuance of shares in connection therewith
is  approved  by  the  Board  of  Directors  of  the  Company.

     (g)     No  adjustment  shall be required in the event of a public offering
of Series C Common Stock of the Company in which the Optionees can purchase such
shares  on  the  public  market.  In the event of a private offering of Series C
Common  Stock  issued  for  fair  market value, there shall be no adjustment but
simultaneously  with  the  issuance  of  Series  C Common Stock pursuant to such
private  offering,  all  Optionees and holders of Series M Common Stock shall be
offered  a  number of shares of Series M Common Stock equal to one-half (1/2) of
the  number of shares of Series C Common Stock being issued. Such offer shall be
pro rata to all Optionees and holders of Series M Common Stock on the same price
and  terms  as  the  private offering of Series C Common Stock and the number of
shares  of  Series M Common Stock issued pursuant to such offer shall not exceed
one-half  (1/2)  of  the  number of shares of Series C Common Stock being issued
pursuant  to  the  private  offering.

SECTION 3.   ADMINISTRATION  OF  THE  PLAN.
             -----------------------------


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<PAGE>
     (a)     The  Plan  shall  be  administered  by  the  Board.  The  Board may
delegate  responsibility for administration of the Plan to a Committee appointed
by  and serving at the pleasure of the Board, under such terms and conditions as
the  Board  shall  determine.  If  the  Board  shall delegate responsibility for
administration  of  the  Plan  to  a  Committee  pursuant  to  this section, any
reference  to  the  Board  in  the Plan (other than such reference in Section 8)
shall  be  construed  as  a  reference  to  the  Committee.

     (b)     The Board shall determine which Eligible Employees shall be granted
options  under the Plan, the timing of such grants, the terms thereof (including
vesting  schedules  or any other restrictions on the Series M Common Stock), and
the number of shares to be covered by each Option so granted; provided, however,
that  Finis  F.  Teeter  shall receive an Option to purchase 2,999,900 shares of
Series  M  Common  Stock.  The  Board's determinations under the Plan (including
without  limitation  determinations  of the persons to receive awards, the form,
amount and timing of such awards and the agreements evidencing same) need not be
uniform  and  may  be  made  by it selectively among persons who receive, or are
eligible  to  receive,  awards  under  the Plan, whether or not such persons are
similarly  situated.

     (c)     The  Board  may  amend  the terms of any outstanding Option granted
under  this  Plan, but any amendment which would adversely affect the Optionee's
rights  under  an  outstanding  Option  shall not be made without the Optionee's
written  consent. The Board may, with the Optionee's written consent, cancel any
outstanding  Option  or  accept  any  outstanding  Option  in exchange for a new
Option.

     (d)     The  Board  shall  have  the  sole  authority,  in  its  absolute
discretion,  to  adopt, amend, and rescind such rules and regulations as, in its
opinion,  may  be  advisable  in the administration of the Plan, to construe and
interpret  the  Plan,  the  rules  and  the  regulations,  and  the  instruments
evidencing  Options  or Series M Common Stock granted under the Plan and to make
all other determinations deemed necessary or advisable for the administration of
the  Plan. All decisions, determinations, and interpretations of the Board shall
be  binding  on all participants. No member of the Board shall be liable for any
action  taken  or  decision made in good faith relating to the Plan or any award
thereunder.

SECTION 4.     OPTION PRICE. The exercise price of each Option shall be the Fair
               ------------
Market Value of the Series M Common Stock subject to such Option on the date the
Option  is  granted.  The  exercise  price  of  an  Option  shall  be subject to
adjustment  to  the  extent  provided  in  Section  2(e)  above.

SECTION  5.     TERMS  AND  CONDITIONS  OF  OPTIONS.
                -----------------------------------

     (a)     Each  Option  granted  pursuant  to the Plan will be evidenced by a
written  Option  Agreement  in a form substantially similar to the agreement set
forth  in  Exhibit  A  hereto,  executed  by  the  Company  and  the  Optionee.

     (b)     The Board shall determine the term of each Option granted under the
Plan; provided, however, that the term of any option shall not exceed ten years.

     (c)     Each  Option  shall  vest and become exercisable as provided in the
Option  Agreement  applicable  to  the  Option, subject to the provisions of the
Plan.


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<PAGE>
     (d)     The  Option Agreement may contain such other terms, provisions, and
conditions consistent with this Plan as may be determined by the Board.

SECTION  6.     PERFORMANCE  TARGETS. The Board or the Committee shall establish
                --------------------
reasonable  performance  targets. Such performance targets may be, but shall not
be  required to be, expressed as percentages of key financial performance goals.
Options shall vest and become exercisable on the achievement of such performance
targets  as  provided  in  each  Option  Agreement.

SECTION  7.     MAXIMUM  OPTION  GRANTS.  Any  provision  of  this  Plan  to the
                -----------------------
contrary  notwithstanding,  from  and after such time as the Company registers a
class  of  equity  securities under Section 12 of the Securities Exchange Act of
1934,  the  maximum  number of shares of Series M Common Stock for which Options
may  be  granted  under  the  Plan to any one Employee during a calendar year is
2,999,900.

SECTION  8.     AMENDMENT,  SUSPENSION OR TERMINATION OF THE PLAN. The Board may
                -------------------------------------------------
at  any  time suspend, terminate, amend or modify the Plan, in whole or in part;
provided,  however,  that  no amendment or modification of the Plan shall become
effective  without  the  approval  of  such  amendment  or  modification  by the
shareholders  of the Company if such amendment or modification (i) increases the
maximum  number  of  shares subject to the Plan, (ii) changes the designation or
class  of  persons  eligible to receive Options under the Plan, or (iii) counsel
for  the  Company  determines  that  such  approval  is otherwise required by or
necessary  to  comply  with  applicable  law.  Upon termination of the Plan, the
terms  and  provisions  of  the  Plan  shall,  notwithstanding such termination,
continue  to apply to Options granted prior to such termination.  No suspension,
termination, amendment or modification of the Plan shall adversely affect in any
material  way  any Option previously granted under the Plan, without the consent
of  the  Optionee  holding  such  Option.

     The Board may amend the terms of any outstanding Option granted pursuant to
this  Plan,  but  any amendment that would adversely affect the Optionee's right
under an outstanding Option shall not be made without the written consent of the
Optionee.  The  Board  may,  with  an  Optionee's  written  consent,  cancel any
outstanding  Option  or  accept  any  outstanding  Option  in exchange for a new
Option.

SECTION  9.     ASSIGNABILITY.  Each Option granted pursuant to this Plan shall,
                -------------
during Optionee's lifetime, be exercisable only by the Optionee, and neither the
Option  nor  any right hereunder shall be transferable by Optionee other than by
will  or the laws of descent and distribution; provided, however, the Option may
be  assigned to a family partnership, limited liability company or other similar
entity  100%  owned  and  controlled  by  the Optionee and members of his family
(within  the meaning of Code section 267(c)(4)) and such entity may exercise the
Option  on the same terms, but subject to the same limitations, as are set forth
herein;  provided  further  that,  in  the  event  of  such assignment, the term
"Optionee" used hereunder shall continue to refer to the individual who assigned
the Option with respect to provisions relating to the employment of the Optionee
with  the  Company.  Notwithstanding  the  foregoing, nothing in this Plan shall
impair the ability of the Optionee to choose a beneficiary for the Option in the
event  of the Optionee's death. If no beneficiary is designated, the beneficiary
shall  be  the  Optionee's  estate.


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<PAGE>
SECTION  10.     PAYMENT  UPON EXERCISE OF OPTIONS. No shares shall be delivered
                 ---------------------------------
pursuant  to any exercise of an Option until payment in full of the option price
for  them  is received by the Company. Payment of the option price may be in the
form of (a) a cashier's check payable to the order of the Company, (b) shares of
common stock of the Company, provided that it in order to comply with Section 16
of  the  Securities  Exchange  Act  of  1934  as  amended  (to  the extent it is
applicable),  the  Optionee  must tender shares that have been owned by Optionee
free  of  restrictions, other than securities law restrictions, for at least six
months,  or  (c)  any  other form of payment that is acceptable to the Board. No
Optionee,  or  the legal representative, legatee, or distributes of an Optionee,
shall  be  deemed  to be a holder of any shares subject to any Option unless and
until  the  certificate  or  certificates  for  them  have  been  issued.

SECTION  11.     RESTRICTIONS  ON  TRANSFER OF SHARES. The Series M Common Stock
                 ------------------------------------
acquired  pursuant  to  the  Plan  shall  be  subject  to  such restrictions and
agreements regarding sale, assignment, encumbrances, or other transfer as are in
effect  among  the  stockholders of the Company at the time such Series M Common
Stock is acquired, as well as to such other restrictions as shall be required by
law.

SECTION 12.     CHANGE OF CONTROL. If Optionee is employed by the Company on the
                -----------------
date  of  a Change of Control, the Option shall become exercisable in full for a
period  of  sixty  (60)  days commencing upon a Change of Control of the Company
which  occurs  prior  to the earlier of (a) the fifth anniversary of the date of
grant  of  the  option  or  (b)  the expiration of the Option.  If not exercised
within  the  sixty  (60)  day  period, the Option shall expire after a Change of
Control.  If  Optionee is terminated in connection with a Change of Control, the
terms  of  the  Option  Agreement  shall  control.

SECTION 13.     CHANGE IN EMPLOYMENT STATUS. In the event that the employment of
                ---------------------------
an  Optionee  shall  be  terminated  for  any  reason,  the  terms of the Option
Agreement  shall  govern  the terms under which any portion of the Option may be
exercised  (to the extent that the Optionee shall have been entitled to do so at
the  termination  of  his  employment),  subject to the provisions of Section 14
hereof.  So  long  as  the  Optionee  shall  continue  to  be an employee of the
Company,  the  Option  shall  not  be  affected  by  any change in the duties or
position  of  the Optionee. Nothing in the Plan or in any Option Agreement shall
confer  upon any employee any right to continue in the employ of the Company, or
interfere  in  any way with the right of the Company to terminate his employment
at  any  time.

SECTION  14.     RIGHT  TO  REPURCHASE  SHARES  OR  OPTIONS.
                 ------------------------------------------

     (a)     Upon  the  termination  of  employment  of an Optionee, the Company
shall  have the right, but not the obligation, to repurchase the Series M Common
Stock  held  by  such  Optionee  as  a result of the exercise of Options and any
vested, unexercised Options (including without limitation any Options which vest
on  account  of  such  Termination) at a price equal to the Fair Market Value of
each  of  the shares of Series M Common Stock or shares issuable on the exercise
of the Options (less the exercise price of any shares for which the Options have
not been exercised). If the Fair Market Value of shares issuable on the exercise
of  the  Options  is  less than the exercise price of such shares, the aggregate
price  to  repurchase  such  Options  shall  be  One  Dollar  ($1.00).


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     (b)     The  Company  must exercise the right to repurchase Series M Common
Stock  held  by  an  Optionee at the date of termination within ninety (90) days
after  the  date  of termination of employment of the Optionee. The Company must
exercise  the  right to repurchase Series M Common Stock not held by an Optionee
at  the  date  of  termination  of  employment within ninety (90) days after the
exercise  of  the  Option  that  results in the issuance of such Series M Common
Stock. The exercise of the right to repurchase must be made by written notice to
the  Optionee. Such written notice shall be mailed to the Optionee at his or her
last  address in the employment records of the Company or by actual delivery. If
such notice has not been given within the applicable ninety (90) day period, the
right  of  the Company to repurchase the Series M Common Stock and Options shall
terminate  and  be  of  no  further  force or effect. Thereafter, at the written
request  of  the Optionee, the Company shall provide written confirmation of the
termination  of  such  rights  to  repurchase.

     (c)     If  the  Company exercises its repurchase rights hereunder, closing
of  the  purchase  shall  take place at the Company's principal office on a date
agreed  by the parties but not later than thirty (30) days after delivery of the
Company's  notice  of exercise, unless the Fair Market Value is to be determined
by professional valuation, in which case closing shall take place not later than
thirty  (30)  days after determination of the fair market value by the valuation
firm or by agreement by the parties. The purchase price shall be paid (i) at the
option  of  the Board either all in cash or one-half in cash and one-half by the
delivery  of a promissory note of the Company bearing interest at the prime rate
in  effect  at  the  closing  date  and payable in equal monthly installments of
principal plus interest over a period determined by the Board, but not to exceed
thirty-six  (36)  months, or (ii) on such other payment terms as the Company and
the  Optionee  shall  agree. The Optionee shall have the right to payment in all
cash  if  the  Company  cannot  reasonably  demonstrate its financial ability to
perform  under  the  terms  of  any  note  it  proposes  to  deliver in payment.

     (d)     Each certificate representing Series M Common Stock issued pursuant
to  the  exercise  of  an  Option  shall  bear  the  following  legend:

     "This  certificate  and  the  shares  of  stock represented hereby are
     subject to the terms and conditions contained in the American Homestar
     Corporation  2001  Management  Incentive  Program  (the "Plan"), which
     includes a right of the issuer to repurchase such shares. Release from
     such  terms  and  conditions shall be made only in accordance with the
     provisions  of  the  Plan,  a  copy of each of which is on file in the
     office  of  the  Secretary  of  American  Homestar  Corporation."


SECTION  15.     RESTRICTIONS  ON  TRANSFERABILITY.  Pursuant  to  the Company's
                 ---------------------------------
Amended  and Restated Articles of Incorporation dated effective as of October 3,
2001,  any  shares  of  Series  M  Common  Stock  are  subject to restriction on
transferability.  Each  certificate  representing  the shares of Series M Common
Stock  issued  in  connection  with  an  exercise  of  an  Option shall bear the
following  legend:

     "This  certificate  and  the  shares  of  stock represented hereby are
     subject  to  restrictions  on transferability set forth in the Amended
     and  Restated  Articles  of  Incorporation  of  American  Homestar
     Corporation, a copy of which is on file in the office of the Secretary
     of  American  Homestar  Corporation."

SECTION  16.     WITHHOLDING.  No  Series  M Common Stock shall be issued on the
                 -----------
exercise  of  Options  under  the  Plan until the Optionee has made arrangements
acceptable to the Board for the satisfaction


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<PAGE>
of  federal,  state,  and local income and wage tax withholding obligations with
respect  to  such  issuance.

SECTION 17.     USE OF PROCEEDS. Cash proceeds realized pursuant to the exercise
                ---------------
of  Options granted under the Plan shall constitute general funds of the Company
and  may  be  used  by  the  Company  for  any  corporate  purpose.

SECTION  18.     GENERAL  PROVISIONS
                 -------------------

     (a)     The establishment of the Plan shall not confer upon any employee or
director  any  legal or equitable right against the Company or the Board, except
as  expressly  provided in the Plan. Participation in the Plan shall not give an
employee  any  right  to  be  retained  in  the  service  of  the  Company.

     (b)     The  adoption  of  this  Plan  shall  not  be  taken  to impose any
limitations  on  the  powers  of the Company to issue, grant, or assume options,
otherwise  than  under  this  Plan, or to adopt other stock option or restricted
stock  plans.

     (c)     The interests of any Optionee under the Plan are not subject to the
claims  of  creditors  and  may  not,  in  any  way,  be  assigned, alienated or
encumbered,  except  as  provided  in  Section  8  of  the  Plan.

     (d)     The  Plan  shall  be  governed,  construed  and  administered  in
accordance  with the internal laws (and not the principles relating to conflicts
of  law)  of the State of Texas, except as superseded by applicable federal law.
The  provisions  of this Plan and any related Option Agreements shall be binding
on  all  parties  to  the  extent  consistent  therewith.

     (e)     The  Board  may require each person acquiring Series M Common Stock
pursuant to the exercise of Options hereunder to represent to and agree with the
Company  in  writing  that  such  person  is acquiring the Series M Common Stock
without  a  view  to  distribution  thereof.  The certificates for such Series M
Common Stock may include any legend which the Board deems appropriate to reflect
any  restrictions on transfer. All certificates for Series M Common Stock issued
pursuant  to  the  Plan shall be subject to such stock transfer orders and other
restrictions  as  the  Board may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any stock exchange
upon  which  the Common Series M Common Stock is then listed, and any applicable
federal or state securities laws. The Board may place a legend or legends on any
such  certificates  to  make  appropriate  reference  to  such  restrictions.

     (f)     If  any provision of the Plan or any Option Agreement is held to be
invalid  for  any  reason,  the  illegality  or  invalidity shall not affect the
remaining  provisions  of the Plan or such Option Agreement, as the case may be,
but  such  provision  shall  be  fully  severable  and  the  Plan or such Option
Agreement, as the case may be, shall be construed and enforced as if the illegal
or  invalid  provision  had  never  been  included  herein  or  therein.

     (g)     No  fractional  shares  of Series M Common Stock shall be issued or
delivered  pursuant  to the Plan or any Option granted hereunder, and no payment
or  other  adjustment  shall  be  made in respect of any such fractional shares.


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<PAGE>
     (h)     Notwithstanding  anything  in  the  Plan  to  the contrary: (i) the
Company  may, if it shall determine it necessary or desirable for any reason, at
the time of grant of any Option or the issuance of any shares of Series M Common
Stock pursuant to any Option, require the recipient of the Option or such shares
of  Series  M Common Stock, as a condition to the receipt thereof, to deliver to
the  Company a written representation of present intention to acquire the Option
or  such  shares  of  Series  M  Common  Stock  for  his  or her own account for
investment  and  not  for  distribution;  and  (ii)  if  at any time the Company
determines,  in  its  sole  discretion,  that  the  listing,  registration  or
qualification  (or any updating of any such document) of any Option or shares of
Series  M  Common Stock issuable pursuant thereto is necessary on any securities
exchange or market or under any federal or state securities or blue sky laws, or
that the consent or approval of any governmental or regulatory body is necessary
or  desirable as a condition of, or in connection with, the grant of any Option,
the  issuance of shares of Series M Common Stock pursuant thereto or the removal
of  any restrictions imposed on such shares, such Option shall not be awarded or
such  shares  of  Series M Common Stock shall not be issued or such restrictions
shall  not  be  removed,  as  the  case may be, in whole or in part, unless such
listing,  registration,  qualification,  consent  or  approval  shall  have been
effected  or  obtained  free  of  any  conditions not acceptable to the Company.

     IN WITNESS WHEREOF, this Plan is effective as of October 3,2001.

                                         AMERICAN HOMESTAR CORPORATION:



                                         By:    /s/ Craig A. Reynolds
                                            ------------------------------------
                                         Name:  Craig A. Reynolds
                                              ----------------------------------
                                         Title: Executive Vice President
                                               ---------------------------------
                                                and Chief Financial Officer
                                               ---------------------------------


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