EXHIBIT 3.4

                     CHARTER FOR THE COMPENSATION COMMITTEE
                        OF AMERICAN HOMESTAR CORPORATION
                               SEPTEMBER 18, 2001


I.   DESCRIPTION  AND  PURPOSE

The  Compensation  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 oversee the compensation policies for
the Company, including its salary, bonus and other incentive compensation, stock
option,  and  employee  benefit  programs,  to  monitor  the  performance  and
compensation  of  the  Executive  Officers  of  the  Company,  and  to establish
performance  goals  and  determine  the  compensation  due  under the Management
Incentive Program described in the Plan of Reorganization dated August 14, 2001.

II.  COMPOSITION  OF  THE  COMMITTEE

The  Committee  shall  consist  of  two  or  more  members,  comprised solely of
Independent  Directors,  as  that  term  is  defined  below.

III. DEFINITIONS

A.   EXECUTIVE  OFFICER
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As  used  in  this  Charter,  "Executive  Officer"  means:

     1.   the President, Chief Executive Officer, Chief Financial Officer or any
          individuals  acting  in  similar  capacities;  and

     2.   any  Vice President or Manager in charge of a principal business unit,
          division  or  function (such as marketing, administration or finance),
          any  other  officer who performs a policy making function or any other
          person  who  performs  similar  policy  making  functions.

B.   INDEPENDENT  DIRECTOR
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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  that, in the opinion of the Board, would interfere with
the  exercise  of independent judgment in carrying out the responsibilities of a
director.  The  following  persons  shall  not  be  considered  independent:

     1.   a director who is employed by the Company or any of its affiliates for
          the  current  year  or  any  of  the  past  three  years;


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     2.   a director who accepted any compensation from the Company for services
          rendered  to the Company or any of its affiliates in excess of $60,000
          during  the  previous fiscal year, other than compensation for service
          on  the  Board,  benefits  under  a  tax-qualified retirement plan, or
          non-discretionary  compensation;

     3.   a  director  who  is a member of the immediate family of an individual
          who  is,  or  has been in any of the past three years, employed by the
          Company  or  any  of its affiliates as an Executive Officer. Immediate
          family  includes  a person's spouse, parents, siblings, mother-in-law,
          father-in-law,  brother-in-law,  sister-in-law,  son-in-law,
          daughter-in-law,  and  anyone  who  resides  in  the  director's home;

     4.   a  director  who  is  a partner in, or a controlling shareholder or an
          Executive  Officer  of,  any for-profit business organization to which
          the  Company made, or from which the Company received, payments (other
          than  those  arising  solely  from  investments  in  the  Company's
          securities)  that  exceed  five  percent  (5%)  of  the  Company's
          consolidated  gross  revenues for that year, or $200,000, whichever is
          more,  in  any  of  the  past  three  years;

     5.   a director who is employed as an executive of another entity where any
          of  the  Company's  Executive  Officers  serve  on  that  entity's
          compensation  committee.

IV.  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. However, members of management shall not be present
during  the  Committee's  discussions  and  decisions  on  Executive  Officer
compensation.

V.   RESPONSIBILITIES  AND  DUTIES

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

     1.   review  and  recommend  to the Board compensation and employee benefit
          policy  for  the  Company;

     2.   review  and  recommend  to  the  Board the annual salary, bonus, stock
          options  and  other  benefits,  direct and indirect, to be paid to the
          Executive  Officers  of  the  Company;

     3.   review  and recommend to the Board the terms and conditions of written
          employment  agreements, if any, for Executive Officers of the Company;

     4.   review new executive compensation programs; review on a periodic basis
          the  operation  of  the  Company's  executive compensation programs to
          determine  whether  they  are properly coordinated and achieving their
          intended  purposes;


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          establish  and  periodically review policies for the administration of
          executive  compensation  programs;  and  take  steps  to  modify  any
          executive  compensation program that yields payments and benefits that
          are  not  reasonably related to executive and corporate performance of
          peer  businesses;

     5.   establish  and  periodically  review policies in the area of Executive
          Officer  perquisites;

     6.   review  and  monitor  the  Company's  Stock Option Plans and any other
          employee  pension,  profit  sharing  and  benefit  plans,  taking into
          account  the  importance  of  retaining and incentivizing the employee
          assets  of  the  Company as well as the overall cost to the Company of
          such  programs;

     7.   if  Executive Officer compensation is performance-based, (i) determine
          the  performance  goals, (ii) advise the Board that the material terms
          under  which the compensation is to be paid, including the performance
          goals, must be disclosed to the Company's shareholders and approved by
          a  majority  of  the  vote  in  a separate shareholder vote before the
          payment  of  the  compensation,  and  (c)  before  any  payment of the
          compensation,  certify  to  the  Board  that the performance goals and
          other  material  terms  were  in  fact  satisfied.

     8.   review  and  recommend  to  the  Board  the  amount  of  reasonable
          compensation  and  payment  of  expenses  to be paid to members of the
          Board  for  serving  as  a  Director  of  the  Company;

     9.   supervise  succession  planning  for the Executive Officers defined in
          Section  III(A)(1)  above;

     10.  identify,  recruit  and  nominate  additional  director candidates for
          Board  service  at  such  time  as  they  may  be  needed;

     11.  review  and  recommend  to  the  Board  director and officer insurance
          coverage;

     12.  review and approve the Compensation Committee Report to be included in
          the Company's proxy statement for its annual shareholders meeting; and

     13.  review, approve and administer any other matters or plans specifically
          delegated  to  the  Committee  by  the  Board.

VI.  CONSULTANTS

The  Committee  has  the  authority  to  retain,  from  time  to time and at the
Company's  expense,  a  professional compensation consulting firm to review such
matters  regarding  compensation and employee benefit structure as the Committee
may  deem  necessary and appropriate. Such consulting activities may include but
are  not  limited  to  a  review of the Company's Executive Officer compensation
program  including  a  review  of  those  "performance  based" compensation


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programs in light of Section 162(m) of the Internal Revenue Code.

VII.      COMPENSATION  COMMITTEE  REPORT

The Committee shall prepare a Compensation Committee Report (the "Report") to be
included  in  the Company's proxy statement for its annual shareholders meeting.
The  Report  shall  contain  the  disclosure  required by Schedule 14A under the
Securities Exchange Act of 1934, as amended, and such other disclosure as may be
required  by  law.  At  a  minimum,  the  Report  shall  contain  the following:

     1.   Disclosure  of the Committee's compensation policies applicable to the
          Executive  Officers,  including the specific relationship of corporate
          performance  to  executive  compensation, with respect to compensation
          reported  for  the  last  completed  fiscal  year.

     2.   Discussion  of  the  Committee's  bases for the Company's compensation
          reported for the last completed fiscal year, including the factors and
          criteria  upon  which  the  Chief Executive Officer's compensation was
          based.  The  Committee  shall  include  a  specific  discussion of the
          relationship  of  the  Company's  performance  to  the Chief Executive
          Officer's  compensation for the last completed fiscal year, describing
          each  measure  of  the  Company's  performance, whether qualitative or
          quantitative,  on which the Chief Executive Officer's compensation was
          based.

The  required  disclosure  shall  be  made  over  the name of each member of the
Committee.  If  the Board modified or rejected in any material way any action or
recommendation  by  the  Committee  with  respect  to such decisions in the last
completed  fiscal  year, the disclosure must so indicate and explain the reasons
for the Board's actions, and be made over the names of all members of the Board.


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