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                                                                     EXHIBIT 2.2

                              AMENDMENT NUMBER ONE
                          TO STOCK PURCHASE AGREEMENT

         This Amendment Number One to Stock Purchase Agreement (this
"Amendment") is entered into as of the 7th day of March, 1998, by and among the
undersigned.

         In consideration of the mutual covenants, agreements and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and accepted, the parties hereto agree as follows:

         1.      The purpose of this Amendment is to amend that certain Stock
Purchase Agreement (the "Agreement") dated as of February 9, 1998, by and among
Purchaser, the Cannon Companies and the Selling Shareholders.

         2.      The parties hereto agree that Section 2.2(a) shall hereby be
amended to change "March 8, 1998" to "March 27, 1998."

         3.      The parties hereto agree that Article IV of the Agreement
shall be amended to add the following new Section 6.27:

                          6.27 Section 338 Election.  The parties agree that at
                          the election of Purchaser, certain or all of the
                          Cannon Companies which have previously elected to be
                          taxed as S corporations for federal income tax
                          purposes and their respective shareholders shall make
                          an election under Section 1.338(h)(10)-1 of the
                          Treasury Regulations under Section 338 of the Code to
                          treat each such S corporation immediately prior to
                          the purchase of stock hereunder as if it sold all its
                          assets and liquidated.  As consideration for the
                          parties agreeing to the election, Purchaser agrees to
                          increase the Purchase Price as to any Selling
                          Shareholder in an amount equal to (i) the increased
                          federal income tax liability of such Selling
                          Shareholders directly caused by the Section 338
                          election made pursuant to this Section 6.27 (the "Tax
                          Amount") plus, (ii) the increased federal income tax
                          liability of such Selling Shareholders directly
                          caused by the payment of the Tax Amount by the
                          Purchaser to such Selling Shareholders under this
                          Section 6.27.
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         4.      All initial capitalized terms not otherwise defined herein
shall have the meanings set forth in the Agreement.

         5.      Except as specifically set forth herein, all of the terms of
the Agreement shall remain the same and in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first above written.


                                        PALM HARBOR HOMES, INC.

                                        /s/ Scott Chaney
                                        --------------------------------------
                                        Scott Chaney, Executive Vice President

                                        CANNON MANUFACTURED HOUSING 
                                        GROUP, INC.


                                        /s/ Thomas G. Cannon
                                        --------------------------------------
                                        Thomas G. Cannon, President

                                        CANNON MOBILE HOMES, INC.


                                        /s/ Thomas G. Cannon
                                        --------------------------------------
                                        Thomas G. Cannon, President

                                        PLEASANT VALLEY MOBILE HOMES, INC.


                                        /s/ Thomas G. Canon
                                        --------------------------------------
                                        Thomas G. Cannon, President

                                        COUNTRYSIDE MOBILE HOMES, INC.


                                        /s/ Thomas G. Cannon
                                        --------------------------------------
                                        Thomas G. Cannon, President

                                        CUMBERLAND HOMES, INC.

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                                        /s/ Thomas G. Cannon
                                        --------------------------------------
                                        Thomas G. Cannon, President

                                        ALL STAR MOBILE HOMES, INC.


                                        /s/ Thomas G. Cannon
                                        --------------------------------------
                                        Thomas G. Cannon, President


                                        FIRST HOME MORTGAGE CORPORATION


                                        /s/ Thomas G. Cannon
                                        --------------------------------------
                                        Thomas G. Cannon, President


                                        SELLING SHAREHOLDERS


                                        /s/ Thomas G. Cannon
                                        --------------------------------------
                                        Thomas G. Cannon


                                        /s/ Dale F. Cannon
                                        --------------------------------------
                                        Dale F. Cannon


                                        /s/ Jack H. Coffey
                                        --------------------------------------
                                        Jack H. Coffey


                                        /s/ John G. Blake
                                        --------------------------------------
                                        John G. Blake


                                        /s/ Todd R. Cannon
                                        --------------------------------------
                                        Todd R. Cannon

                                        Estate of Grover R. Cannon

                                        By:   /s/ Thomas G. Cannon
                                           -----------------------------------
                                        Title:  Co-Executor
                                              --------------------------------




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         The undersigned spouses have joined in this Amendment for the sole
purpose of subjecting to the provisions of this Amendment any community
property interest in the Cannon Companies Common Stock that such spouse may
own.


                                        /s/ Martha P. Coffey
                                        --------------------------------------
                                        Martha P. Coffey


                                        /s/ Wanda H. Cannon
                                        --------------------------------------
                                        Wanda H. Cannon

                                        /s/ Peggy T. Cannon
                                        --------------------------------------
                                        Peggy T. Cannon


                                        /s/ Delena D. Blake
                                        --------------------------------------
                                        Delana D. Blake


                                        /s/ Virginia G. Cannon
                                        --------------------------------------
                                        Virginia G. Cannon





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