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                                                                    EXHIBIT 3.2


                             ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                         AMERICAN HOMESTAR CORPORATION


         Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Restated Articles of Incorporation.

                                  ARTICLE ONE.

         The name of the Corporation is American Homestar Corporation.

                                  ARTICLE TWO.

         The following amendment to the Restated Articles of Incorporation was
adopted by the shareholders of the Corporation on the 16th day of June, 1998.

         The amendment alters Article Four of the Restated Articles of
Incorporation to read in its entirety as follows:

                                 "ARTICLE FOUR

                  The aggregate number of shares of capital stock that the
         corporation will have authority to issue is 55,000,000, 50,000,000 of
         which will be shares of Common Stock, having a par value of $.05 per
         share, and 5,000,000 of which will be shares of preferred stock,
         without par value.

                  Preferred stock may be issued in one or more series as may be
         determined from time to time by the Board of Directors. All shares of
         any one series of preferred stock will be identical except as to the
         date of issue and the dates from which dividends on shares of the
         series issued on different dates will cumulate, if cumulative.
         Authority is hereby expressly granted to the Board of Directors to
         authorize the issuance of one or more series of preferred stock, and
         to fix by resolution or resolutions providing for the issue of each
         such series the voting powers (but no greater than one vote per
         share), designations, preferences, and relative, participating,
         optional, redemption, conversion, exchange or other special rights,
         qualifications, limitations or restrictions of such series, and the
         number of shares in each series, to the full extent now or hereafter
         permitted by law."




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                                                                    EXHIBIT 3.2



                                 ARTICLE THREE.

         The number of shares of the Corporation outstanding at the time of
such adoption was Seventeen Million Two Hundred Seventy-Four Thousand Six
Hundred Sixty-Seven (17,274,667); and the number of shares entitled to vote
thereon was Seventeen Million Two Hundred Seventy-Four Thousand Six Hundred
Sixty-Seven (17,274,667).

                                 ARTICLE FOUR.

         The number of shares that voted for the amendment was Twelve Million
Four Hundred Seven Thousand Twenty-Eight (12,407,028), the number of shares
that voted against the amendment was Three Million One Hundred Eighty Thousand
Two Hundred Eighty-Six (3,180,286) and the number of shares that abstained from
voting for the amendment was One Thousand Two Hundred Sixty-Three (1,263).

         DATED this 29th day of July, 1998.


                                            American Homestar Corporation

                                            By:/s/ Craig A. Reynolds
                                               ---------------------
                                            Name:    Craig A. Reynolds
                                            Title:   Secretary