EXHIBIT 3.3

                         CHARTER FOR THE AUDIT COMMITTEE
                        OF AMERICAN HOMESTAR CORPORATION
                               SEPTEMBER 19, 2001

I.   DESCRIPTION  AND  PURPOSE

The  Audit  Committee  (the "Committee") is a standing committee of the Board of
Directors  (the  "Board") of American Homestar Corporation (the "Company") whose
primary  function  is  to  ensure  the  integrity  of  the  Company's  financial
statements.  The  Committee  shall  assist the Board in fulfilling its oversight
responsibilities  by  reviewing the financial information which will be provided
to  the Board and others, the internal control structure, the audit process, and
the  adherence  to  applicable  laws  and  regulations. Considering the size and
complexity  of  the  Company,  the  Committee shall apply reasonable materiality
standards  to  all  of  its  activities.

II.  COMPOSITION/EXPERTISE  REQUIREMENT  OF  AUDIT  COMMITTEE  MEMBERS

A.   IN GENERAL
     ----------

     1.   The  Committee shall consist of at least two members, comprised solely
          of  Independent  Directors,  as  that  term  is  defined  below.

     2.   Each  member  of  the  Committee  must  be able to read and understand
          fundamental  financial  statements,  including  the  Company's balance
          sheet,  income  statement, and cash flow statement or must become able
          to  do  so  within  a  reasonable  period  of  time  after  his or her
          appointment  to  the  Committee.

     3.   At  least  one  member  of  the  Committee  must  have past employment
          experience  in  finance  or  accounting,  requisite  professional
          certification  in  accounting,  or  any other comparable experience or
          background which results in the individual's financial sophistication,
          including  being  or  having  been  a  chief  executive officer, chief
          financial  officer,  or  other senior officer with financial oversight
          responsibilities.

     4.   Each  member  shall  be  appointed  by the Board and shall serve for a
          period of one year or until such time as his or her successor has been
          duly  appointed  and  qualified.

B.   INDEPENDENT  DIRECTOR

As  used  in  this  Charter, "Independent Director" means a person other than an
officer  or  employee of the Company or its subsidiaries or any other individual
having  a  relationship which, in the opinion of the Board, would interfere with
the  exercise  of  their  independence  from  management  and  the  Company. The
following  persons  shall  not  be  considered  independent:


<PAGE>
     1.   Employees.  A  director  who  is  an  employee (including non-employee
          ---------
          executive  officers)  of  the Company or any of its affiliates may not
          serve  on the Committee until three years following the termination of
          his  or  her  employment.  In the event the employment relationship is
          with a former parent or predecessor of the Company, the director could
          serve  on the Committee after three years following the termination of
          the  relationship  between  the  Company  and  the  former  parent  or
          predecessor.

     2.   Business  Relationship.  A  director (i) who is a partner, controlling
          ----------------------
          shareholder,  or  executive  officer  of  an  organization  that has a
          business  relationship  with  the  Company,  or  (ii) who has a direct
          business  relationship with the Company (e.g., a consultant) may serve
          on the Committee only if the Board determines in its business judgment
          that  the relationship does not interfere with the director's exercise
          of  independent  judgment.  In  making  a  determination regarding the
          independence  of  a  director  pursuant  to  this paragraph, the Board
          should  consider,  among  other  things,  the  materiality  of  the
          relationship  to  the Company, to the director, and, if applicable, to
          the  organization  with  which  the  director is affiliated. "Business
          relationships"  can  include  commercial,  industrial,  banking,
          consulting,  legal, accounting and other relationships. A director can
          have  this relationship directly with the Company, or the director can
          be  a  partner, officer or employee of an organization that has such a
          relationship.  The  director  may  serve  on the Committee without the
          above-referenced Board's determination after three years following the
          termination of, as applicable, either (a) the relationship between the
          organization  with  which  the director is affiliated and the Company,
          (b)  the  relationship between the director and his or her partnership
          status,  shareholder  interest  or executive officer posit ion, or (c)
          the direct business relationship between the director and the Company.

     3.   Cross  Compensation  Committee  Link. A director who is employed as an
          ------------------------------------
          executive of another corporation where any of the Company's executives
          serves  on  that corporation's compensation committee may not serve on
          the  Committee.

     4.   Immediate  Family.  A director who is an Immediate Family member of an
          -----------------
          individual  who  is  an executive officer of the Company or any of its
          affiliates  cannot  serve on the Committee until three years following
          the  termination  of  such employment relationship, "Immediate Family"
          includes  a  person's  spouse,  parents,  children,  siblings,
          mothers-in-law and fathers-in-law, sons and daughters-in-law, brothers
          and  sisters-in-law, and anyone (other than employees) who shares such
          person's  home.

C.   LIMITED  EXCEPTION  TO  INDEPENDENT  DIRECTOR  REQUIREMENT.
     ----------------------------------------------------------

Notwithstanding  the  requirements  of  subparagraphs  II.B.1 and II.B.4 of this
Charter, one director who is no longer an employee or who is an Immediate Family
member  of  a  former executive officer of the Company or its affiliates, but is
not  considered  independent  pursuant to these


                                        2
<PAGE>
provisions  due  to  the  three-year restriction period, may be appointed, under
exceptional  and limited circumstances, to the Committee if the Board determines
in  its  business judgment that membership on the Committee by the individual is
required  by  the  best  interests  of the Company and its shareholders, and the
Company  discloses,  in  the  next  annual  proxy  statement  subsequent to such
determination,  the  nature  of  the  relationship  and  the  reason  for  that
determination.

III. MEETINGS

The  Committee  shall  meet  as  frequently as circumstances require, but in any
event  on  a  quarterly  basis.  The  Committee may ask members of management or
others  to  attend meetings and may provide pertinent information to them as the
Committee  deems  necessary.  The  Committee  should meet privately in executive
session  at  least  annually  with  management,  the  director  of the Company's
internal  auditing  department,  the independent auditors, and as a committee to
discuss  any matters that the Committee or any of those groups believe should be
discussed. In addition, the Committee should communicate with management and the
independent -auditors quarterly to review the Company's financial statements and
significant findings based upon the auditors' limited review procedures. Minutes
shall  be  taken  for each Committee meeting which shall then be approved at the
next  meeting  of  the  Committee.

IV.  RESPONSIBILITIES  AND  DUTIES

The Committee's primary responsibilities and duties are as follows:

A.   IN  GENERAL
     -----------

     1.   Monitor the integrity of the Company's financial reporting process and
          systems  of internal controls regarding finance, accounting, and legal
          compliance.

     2.   Monitor  the independence and performance of the Company's independent
          auditors  and  the  performance  of  the  Company's  internal auditing
          department.

     3.   Provide  an  avenue  of communication between the independent auditors
          and  the  Company's  internal  auditing  department.

     4.   Provide  an  avenue  of  communication among the independent auditors,
          management, the Company's internal auditing department, and the Board.

B.   Review  Procedures

     1.   Review  and  reassess the adequacy of this Charter on an annual basis.
          Submit  the  Charter  to  the Board for approval and have the document
          published  at  least  every  three  years  in  accordance  with  SEC
          regulations and the rules of the stock exchange on which the Company's
          securities  are  traded.


                                        3
<PAGE>
     2.   Review  the  Company's  annual  audited  financial statements prior to
          filing  or  distribution.  Review  should  include  discussion  with
          management  and  independent  auditors of significant issues regarding
          principals,  practices,  and  judgments.

     3.   In  conjunction  with  management,  the  independent auditors, and the
          Company's  internal  auditors, consider the integrity of the Company's
          financial  reporting  processes  and  controls.  Discuss  significant
          financial  risk  exposures  and  the  steps  management  has  taken to
          monitor,  control  and  report  such  exposures.  Review  significant
          findings  prepared  by  the  independent  auditors  and  the Company's
          internal  auditing  department  together  with management's responses.

     4.   Review  with  management  and  the  independent auditors the Company's
          quarterly  financial  results  prior to the release of earnings and/or
          the  Company's  quarterly  financial  statements  prior  to  filing or
          distribution.  Discuss  any  significant  changes  to  the  Company's
          accounting principals and any items required to be communicated by the
          independent  auditors  in  accordance  with  SAS  61  (Codification of
          Statements  on  Auditing  Standards,  AU  380),  as may be modified or
          supplemented.  The  Chairman of the Committee may represent the entire
          Committee  for  purposes  of  this  review.

     5.   Review  with  the  independent  auditor:

          a.   The  Company's financial statements and related footnotes and the
               independent  auditor's  report thereon, including their report on
               the  adequacy  of  the  Company's  internal  controls  and  any
               significant  recommendations  they  may offer to improve internal
               controls;

          b.   Any  significant accruals, reserves or estimates which may have a
               material  impact  on  the  financial  statements;  and

          c.   Any  difficulties  or disputes with management encountered by the
               independent  auditor  during  the  course  of  the  audit and any
               instances  of  second  opinions  sought  by  management.

     6.   Consider  and  review  with  the  independent  auditor:

          a.   The  adequacy  of  the  Company's  internal  controls  and  any
               significant  findings  during the year and management's responses
               thereto;  and

          b.   Any  difficulties,  encountered  in  the  course  of the internal
               audits,  including any restrictions on the scope of their work or
               access  to  required  information.

     7.   Consider  with  management  and  the  independent auditor the possible
          impact  of  any  pending  changes  in accounting standards or rules as
          promulgated  by  the  FASB  or  others.


                                        4
<PAGE>
     8.   Review  with  legal  counsel any legal and regulatory matters that may
          have  a  material  impact  on the financial statements and any reports
          received  from  regulators,  and  any  environmental  compliance  and
          reserves.

     9.   Report Committee actions to the Board with such recommendations as the
          Committee  may  deem  appropriate.

C.   INDEPENDENT  AUDITORS
     ---------------------

     1.   The  independent  auditors are ultimately accountable to the Committee
          and the Board. The Committee and the Board have the ultimate authority
          and responsibility to select, evaluate and, where appropriate, replace
          the  independent auditor (or to nominate the independent auditor to be
          proposed  for  shareholder  approval  in  any  proxy  statement).

     2.   The Committee is responsible for ensuring that the independent auditor
          submits  on  a  periodic  basis  to  the  Committee  a  formal written
          statement  delineating  all  relationships  between  the  independent
          auditor  and the Company, consistent with Independence Standards Board
          Standard I (Independence Discussions with Audit Committees), as may be
          modified  or  supplemented,  and  the  Committee  is  responsible  for
          actively  engaging  in  a  dialogue  with the independent auditor with
          respect to any disclosed relationships or services that may impact the
          objectivity  and  independence  of  the  independent  auditor  and for
          taking,  or  recommending  that  the  Board take appropriate action to
          oversee  the  independence  of  the independent auditor. The Committee
          shall  review the independence and the performance of the auditors and
          annually  recommend  to  the  Board the appointment of the independent
          auditors  or  approve  any  discharge  of  auditors when circumstances
          warrant.  To  ensure  independence,  on an annual basis, the Committee
          shall review and discuss with the independent auditors all significant
          relationships  they  have  with  the  Company  that  could  impair the
          auditors'  independence.

     3.   Review  the independent auditors' audit plan, discuss scope, staffing,
          locations,  reliance  upon  management, and internal audit and general
          audit  approach  to  ensure  completeness  of  coverage,  reduction in
          redundant  efforts,  and  the  effective  use  of  audit  resources.

     4.   Approve  the fees and other significant compensation to be paid to the
          independent  auditors.

V.   INVESTIGATIONS

The  Committee  has  the  authority  to conduct any investigation appropriate to
fulfilling  its  responsibilities  and  duties  and  it has direct access to the
independent  auditors  as  well  as anyone in the Company. The Committee has the
ability to retain, at the Company's expense, special


                                        5
<PAGE>
legal, accounting, or other consultants or experts it deems necessary to fulfill
its  responsibilities  and  duties.

VI.  WRITTEN  AFFIRMATION

Once  each  year  the Committee shall provide the Company through the Board, and
the  Company  shall  provide  to  the  stock  exchange  on  which  the Company's
securities  are  traded,  written  confirmation  regarding:

     1.   Any  determination  that the Board has made regarding the independence
          of  directors  who  are  members  of  the  Committee  pursuant to this
          Charter;

     2.   The  financial  literacy  of  the  Committee  members;

     3.   The  determination  that  at  least  one  of the Committee members has
          accounting  or  related  financial  management  expertise;  and

     4.   The  annual  review  and  reassessment  of  this  Charter.

VII. AUDIT  COMMITTEE  REPORT

In  its  annual  proxy  statement,  the  Company  must  include  a report of the
Committee,  it  must  provide  disclosures  regarding  the  independence  of the
Committee members, and at least once every three (3) years it must attach a copy
of  the  Committee Charter as an exhibit to the proxy statement. As set forth in
Item  306  of  Regulation  S-K and Item 7(e)(3) of Schedule 14A, the Committee's
report  must  state  whether:

     1.   the  Committee  has  reviewed  and  discussed  the  audited  financial
          statements  with  management;

     2.   the  Committee  has  discussed with the Company's independent auditors
          the  matters  required  to  be  discussed  by  SAS  61;

     3.   the Committee has received the written disclosures and the letter from
          the  Company's independent auditors required by Independence Standards
          Board  Standard  No. I and has discussed with the independent auditors
          the  independent  auditor's  independence;  and

     4.   based  on  the  review  and  discussions  referred  to in paragraphs 1
          through  4,  the  Committee  recommended to the Board that the audited
          financial  statements  be  included  in the Company's Annual Report on
          Form  10-K  for  the  last  fiscal  year  for  filing  with  the  SEC.

The  name  of  each  member  of  the Committee must appear below the Committee's
report.


                                        6
<PAGE>