<PAGE>   1

     As filed with the Securities and Exchange Commission on May 13, 1998
                                                   Registration No. 333-________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ---------------
  
                            PALM HARBOR HOMES, INC.
             (Exact name of registrant as specified in its charter)

                  FLORIDA                                  59-1036634
              (State or other                           (I.R.S. Employer
                jurisdiction                           Identification No.)
            of incorporation or                
               organization)


                        15303 DALLAS PARKWAY, SUITE 800
                              DALLAS, TEXAS 75248
                                 (972) 991-2422
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                                ---------------

                                   LEE POSEY
                             CHAIRMAN OF THE BOARD
                            PALM HARBOR HOMES, INC.
                        15303 DALLAS PARKWAY, SUITE 800
                              DALLAS, TEXAS 75248
                                 (972) 991-2422
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                ---------------

                                   COPIES TO:

                                 GINA E. BETTS
                         LIDDELL, SAPP, ZIVLEY, HILL &
                                 LABOON, L.L.P.
                          2001 ROSS AVENUE, SUITE 3000
                              DALLAS, TEXAS 75201
                                 (214) 849-5500 

                                ---------------

         Approximate date of commencement of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.

         If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.  [x]

         If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.  [ ]

         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ]

         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.    [ ]


<TABLE>
<CAPTION>
==========================================================================================================================
                                          CALCULATION OF REGISTRATION FEE
==========================================================================================================================
 Title of Each Class of                                                       Proposed Maximum
    Securities to be        Amount to be     Proposed Maximum Offering       Aggregate Offering              Amount of
       Registered            Registered         Price per Share(1)                Price(1)               Registration Fee
--------------------------------------------------------------------------------------------------------------------------
  <S>                         <C>                     <C>                        <C>                        <C>
   Common Stock, par
   value $0.01 per share      157,975                 $43.15625                  $6,817,609                 $2,011.20
==========================================================================================================================
</TABLE>


<PAGE>   2
(Footnote from previous page)

(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) on the basis of the average of the high and
         low price of the Common Stock on the Nasdaq National Market on
         May 8, 1998.

                          -------------------------

         THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.





<PAGE>   3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

                             SUBJECT TO COMPLETION
                   PRELIMINARY PROSPECTUS DATED MAY 13, 1998

                                 157,975 SHARES

                            PALM HARBOR HOMES, INC.

                                  COMMON STOCK
                          (PAR VALUE $0.01 PER SHARE)

         This Prospectus relates to the offer and sale from time to time of up
to an aggregate of 157,975 shares of common stock (the "Resale Shares"), par
value $0.01 per share (the "Common Stock"), of Palm Harbor Homes, Inc., a
Florida corporation (the "Company"), by two shareholders of the Company (the
"Selling Shareholders"), or by pledgees, donees, transferees or other
successors in interest thereto.  See "Selling Shareholders."  The Company is
registering the Resale Shares pursuant to the Company's contractual obligations
to the Selling Shareholders, but the registration of the Resale Shares does not
necessarily mean that any of the Resale Shares will be offered or sold by the
Selling Shareholders hereunder.  The Company will not receive any proceeds from
the sale of the Resale Shares by the Selling Shareholders, but has agreed to
bear the expenses of registration of such shares under federal and state
securities laws.

         The Common Shares are listed on the Nasdaq National Market (the
"Nasdaq") under the symbol "PHHM."  On May 8, 1998, the last reported sale
price of the Common Stock on Nasdaq was $42.75 per share.  See "Price Range of
Common Stock."

         SEE "RISK FACTORS" ON PAGE 4 FOR MATERIAL RISKS RELEVANT TO AN
INVESTMENT IN THE COMMON STOCK.

         The Selling Shareholders from time to time may offer and sell any
Resale Shares directly or through agents or broker-dealers on terms to be
determined at the time of sale.  To the extent required, the names of any agent
or broker- dealer and applicable commissions or discounts and any other
required information with respect to any particular offer will be set forth in
an accompanying Prospectus Supplement.  See "Plan of Distribution."  The
Selling Shareholders reserve the right to accept or reject, in whole or in
part, any proposed purchase of the Resale Shares to be made directly or through
agents.

         The Selling Shareholders and any agents or broker-dealers that
participate with the Selling Shareholders in the distribution of the Resale
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and any commissions received by
them and any profit on the resale of the Resale Shares may be deemed to be
underwriting commissions or discounts under the Securities Act.

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.


                  The date of this Prospectus is       , 1998.





<PAGE>   4
                             AVAILABLE INFORMATION

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act and
the rules and regulations promulgated thereunder with respect to the securities
offered pursuant to this Prospectus.  This Prospectus, which is part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto.  For further
information with respect to the Company and the securities, reference is made
to the Registration Statement and such exhibits and schedules.  Statements
contained in this Prospectus as to the contents of any contract or other
document which is filed as an exhibit to the Registration Statement are not
necessarily complete, and each such statement is qualified in its entirety by
reference to the full text of such contract or document.

         The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy and information statements and other
information with the Commission.  Such reports, proxy and information
statements and other information and the Registration Statement and exhibits
and schedules thereto filed by the Company with the Commission can be inspected
and copied at the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at 7 World Trade Center, Suite 1300,
New York, New York 10048 and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511.  Copies of such material can be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.  The Commission also maintains a
Web site at (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants (including the Company)
that file electronically with the Commission.  Information about the Company
may be obtained from the Commission's web site.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Commission are
incorporated by reference herein and shall be deemed to be a part hereof:

         (a)     Annual Report on Form 10-K for the fiscal year ended March 28,
                 1997;
         (b)     Quarterly Report on Form 10-Q for the quarter ended December
                 26, 1997;
         (c)     Quarterly Report on Form 10-Q for the quarter ended September
                 26, 1997;
         (d)     Quarterly Report on Form 10-Q for the quarter ended June 27,
                 1997;
         (e)     Current Report on Form 8-K dated February 9, 1998, filed with
                 the Commission on February 13, 1998; and
         (f)     The description of the Common Stock contained in the Company's
                 Registration Statement on Form 8-A filed with the Commission
                 pursuant to the Exchange Act, including all amendments and
                 reports updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents.  Any statement contained in a document
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed incorporated document modifies or supersedes
such statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

         Upon written or oral request of any person to whom a Prospectus is
delivered, including any beneficial owner, the Company will provide, without
charge, a copy of the documents which have been incorporated by reference in
this Prospectus (other than exhibits thereto unless such exhibits are
specifically incorporated by reference in any such document that this
Prospectus incorporates).  Requests for such documents should be directed to
Colleen Rogers, Director of Investor Relations,  Palm Harbor Homes, Inc., 15303
Dallas Parkway, Suite 800, Dallas, Texas, 75248, telephone number (972)
991-2422.





                                       2
<PAGE>   5

                               PROSPECTUS SUMMARY

         The following summary is qualified in its entirety by, and should be
read in conjunction with, the more detailed information appearing elsewhere in
this Prospectus or incorporated herein.

                                  THE COMPANY

         Palm Harbor Homes, Inc. (the "Company") is one of the largest
producers of multi-section manufactured homes in the United States. The
Company's operations are vertically integrated and encompass manufacturing,
retail selling, financing and insurance.  At March 27, 1998, the Company
operated 16 manufacturing facilities that sell homes through retailers in 34
states including approximately 300 independent retail sales centers and 94
Company-owned superstores.

         At March 27, 1998, the Company owned and operated 94 retail
superstores.  The Company continued to take significant steps in fiscal year
1998 toward its plan to increase sales through Company-owned superstores.  In
fiscal 1998, the Company acquired 24 superstores in 8 states, 7 of such states,
Nevada, Colorado, Georgia, Utah, Arizona, Tennessee and Alabama, were states in
which the Company did not previously own retail superstores.

         Among the acquisitions completed in fiscal 1998 was the acquisition of
Cannon Manufactured Housing Group, Inc.  and its affiliates (collectively, the
"Cannon Companies").  The Cannon Companies owned 18 retail sales centers in
Georgia, Alabama, Tennessee and North Carolina.  As partial consideration for
the acquisition, two shareholders of certain of the Cannon Companies received
the Resale Shares.  The Company agreed to register the Resale Shares.

         Through its subsidiary, CountryPlace Mortgage, Ltd. ("CountryPlace"),
the Company offers installment financing to purchasers of manufactured homes
sold by Company-owned superstores.  The Company believes that the ability to
finance its home sales will potentially provide it with an advantage over
certain of its competitors and create a source of additional earnings.

         Through its subsidiary,  Standard Casualty Company, the Company writes
property and casualty insurance for owners of manufactured homes.  Management
of the Company believes that having the internal capability to provide this
type of insurance complements the services of CountryPlace and will be additive
to earnings.

         The Company's principal executive office is located at 15303 Dallas
Parkway, Suite 800, Dallas, Texas, 75248, and its telephone number is (972)
991-2422.

                                  RISK FACTORS

         An investment in the Common Stock involves various risks, and
prospective investors should carefully consider the matters discussed under
"Risk Factors" prior to any investment in the Company.

                                  THE OFFERING

         This Prospectus relates to the possible offer and sale from time to
time of 157,975 Resale Shares by the Selling Shareholders.  See "Selling
Shareholders."  The Company is registering the Resale Shares for sale by the
Selling Shareholders pursuant to its obligations in connection with the
acquisition of the Cannon Companies. The Company will not receive any proceeds
from the sale of the Resale Shares.





                                       3
<PAGE>   6
                                  RISK FACTORS

         An investment in the Common Stock involves various risks.  Prospective
investors should carefully consider the following information in conjunction
with the other information contained or incorporated by reference in this
Prospectus before making a decision to purchase any Resale Shares.  This
Prospectus, including incorporated documents, contains forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act.  The Company's actual results could differ materially
from those set forth in the forward-looking statements.  Certain factors, among
others, which may cause such a difference are set forth below.

INDUSTRY CONDITIONS AND CYCLICALITY

         The manufactured housing industry is cyclical and is influenced by
many of the same national and regional economic and demographic factors that
influence the housing industry generally, including inflation, interest rates,
the availability of financing, regional population and employment trends and
general economic conditions, as well as the availability of alternative
housing.  According to the Manufactured Housing Institute ("MHI"), during the
period from 1983 to 1991, aggregate annual domestic shipments of manufactured
housing declined approximately 42% from approximately 295,000 homes to 170,000
homes.  The Company believes that the principal causes of this decline included
certain severe regional economic downturns, deterioration of general economic
conditions, the reduced availability of financing and high levels of
repurchased and repossessed inventory of manufactured homes.  Aggregate
domestic manufactured housing shipments declined 3% from 1996 to 1997 and there
can be no assurance that the manufactured housing market will not experience
future declines or that such declines will not have a material adverse effect
on the Company.

AVAILABILITY OF RETAILER AND CONSUMER FINANCING

         Retailers and consumers of manufactured housing generally secure
financing for the purchase of the Company's homes from third-party lenders.  As
is the practice in the industry, substantially all of the Company's independent
retailers finance their purchases of manufactured homes through wholesale
"floor plan" financing arrangements pursuant to which a financial institution
loans the retailer the purchase price of a home and maintains a security
interest in the home as collateral.  Consumers typically purchase manufactured
homes through a combination of down payments ranging from 5% to 10% and retail
installment contracts secured by a security interest in the home.  The
availability, interest rates and other costs of financing for retailers and
consumers can significantly affect the Company's sales and are determined by
the lending practices of financial institutions, governmental policies and
other conditions, all of which are beyond the control of the Company.  Although
demand for the Company's homes has benefitted from relatively low interest
rates in recent periods, any future increases in interest rates could have an
adverse effect on the sales of the Company's homes.  In addition, in most
states, manufactured homes are classified legally and by taxing authorities as
personal property rather than real estate.  As a result, financing for the
purchase of manufactured homes is generally characterized by higher interest
rates than financing for site-built homes.

COMPETITION

         The manufactured housing industry is highly competitive, with
relatively low barriers to entry.  Manufactured homes compete with new and
existing site-built homes and, to a lesser degree, with apartments, townhouses
and condominiums.  Competition exists on both the manufacturing and retail
levels and is based primarily on price, product features, reputation for
service and quality, retailer promotions, merchandising and terms of consumer
financing.  According to MHI, at December 31, 1997, there were over 85
companies producing manufactured homes at 323 facilities in the United States,
many of which are in direct competition with the Company.  Some of the
Company's competitors have substantially greater financial, manufacturing,
distribution and marketing resources than the Company.  A number of the
Company's competitors also provide floor plan financing to retailers through
captive financing sources.  A contraction in floor plan financing sources could
provide an advantage to those competitors with substantial capital resources or
captive financing capabilities.





                                       4
<PAGE>   7
PRICING AND AVAILABILITY OF RAW MATERIALS

         The Company's results of operations can be affected by the pricing and
availability of raw materials.  Although the Company attempts to increase the
sales prices of its homes in response to higher materials costs, such increases
typically lag behind the escalation of materials costs. Three of the most
important raw materials used in the Company's operations, lumber, gypsum
wallboard and insulation, have experienced significant price fluctuations in
recent periods.  Although the Company has not experienced any shortage of such
building materials to date, there can be no assurance that sufficient supplies
of lumber, gypsum wallboard and insulation, as well as other raw materials,
will continue to be available to the Company on terms it regards as
satisfactory.

DEPENDENCE ON EXECUTIVE OFFICERS

         The Company is dependent to a significant extent upon the efforts of
its executive officers, particularly Lee Posey, Chairman of the Board, Larry H.
Keener, President and Chief Executive Officer, and Scott Chaney, Executive Vice
President.  The loss of the services of one or more of its executive officers
could have a material adverse effect upon the Company's business, financial
condition and results of operations. There is currently no key man life
insurance on the life of any of the Company's executive officers.  The
Company's continued growth will also be dependent upon its ability to attract
and retain additional skilled management personnel.

CONTROL BY EXISTING SHAREHOLDERS

         Approximately 54% of the outstanding Common Stock of the Company is
beneficially owned or the voting power over such shares is controlled by Mr.
Posey, Capital Southwest Corporation and its wholly-owned subsidiary, Capital
Southwest Venture Corporation ("CSVC"), and William R. Thomas, President of
Capital Southwest Corporation.  As a result, these shareholders, acting
together, will be able to determine the outcome of elections of the Company's
directors and thereby control the management of the Company's business.

AVAILABILITY OF PREFERRED STOCK FOR ISSUANCE

         In addition to the Common Stock, the Company's Amended and Restated
Articles of Incorporation, as amended (the "Restated Articles of
Incorporation"), authorize the issuance of up to 2,000,000 shares of Preferred
Stock.  No shares of Preferred Stock of the Company are currently outstanding.
The Restated Articles of Incorporation grant the Board of Directors broad power
to establish the rights and preferences of any series of Preferred Stock.  As a
result, if the Board of Directors elects to issue any Preferred Stock, the
rights and preferences of any such Preferred Stock may be superior to those of
the Common Stock and could decrease the amount of earnings and assets available
for distribution to holders of Common Stock and adversely affect the rights and
preferences, including voting rights, of such holders.  The Board of Directors
does not currently intend to seek shareholder approval prior to any issuance of
Preferred Stock, unless otherwise required by law.

ANTI-TAKEOVER MATTERS

         The Restated Articles of Incorporation provide that the affirmative
vote of the holders of at least 66 2/3% of the outstanding shares of a class or
series of stock, as applicable, is required to approve certain actions,
including certain charter amendments, mergers, consolidations and sales of
assets.  In addition, the Company is chartered in Florida and is or may become
subject to legislation that may deter or frustrate takeovers of Florida
corporations. Such legislation provides that shares acquired in excess of
certain specified thresholds will not possess any voting rights unless such
voting rights are approved by a majority vote of a corporation's disinterested
shareholders.  Further, subject to certain exceptions, majority approval by
disinterested directors or supermajority approval by disinterested shareholders
is required under Florida law for specified transactions between a corporation
and holders of more than 10% of the outstanding voting shares of the
corporation (or their affiliates).  These provisions may discourage a change in
control of the Company and limit any opportunity for the Company's shareholders
to receive a premium for their shares.





                                       5
<PAGE>   8


CONTINGENT REPURCHASE OBLIGATIONS

         In accordance with customary business practice in the manufactured
housing industry, the Company has entered into repurchase agreements with
various financial institutions and other credit sources pursuant to which the
Company has agreed, under certain circumstances, to repurchase homes sold to
independent retailers in the event of a default by a retailer in its obligation
to such credit sources.  Under such agreements, the Company agrees to
repurchase homes at declining prices over the term of the agreement (which
generally ranges from 12 to 18 months).  The Company estimates that its
potential obligations under such repurchase agreements approximated $65 million
at March 27, 1998.  During the past three fiscal years, the Company has not
incurred any significant costs relating to such repurchase agreements; however,
there can be no assurance that the Company will not incur greater losses under
such repurchase agreements in the future.

                                USE OF PROCEEDS

         The Common Stock offered hereby is being registered for the account of
the Selling Shareholders and, accordingly, the Company will not receive any of
the proceeds from the sale of the Resale Shares by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         This Prospectus relates to the possible offer and sale from time to
time of 157,975 Resale Shares by the Selling Shareholders, Thomas G. Cannon and
Alice L. Cannon.

         Thomas G. Cannon and Alice L. Cannon were shareholders of the Cannon
Companies. Mr. Cannon also served as President of the Cannon Companies. In
connection therewith, the Cannon Companies purchased mobile homes from the
Company.

         The Resale Shares offered by this Prospectus will be offered from time
to time by the Selling Shareholders, or by pledgees, donees, transferees or
other successors in interest thereto.  The following table provides the number
of shares of Common Stock beneficially owned and offered by each Selling
Shareholder.




<TABLE>
<CAPTION>
Name of Selling         Shares Beneficially Owned as of   % Ownership as of        Shares         Shares Beneficially
Shareholder                       May 1, 1998                 May 1, 1998     Offered Hereby   Owned After Offering (2)
-----------------       --------------------------------    --------------     --------------   ------------------------
<S>                                <C>                           <C>               <C>                     <C>
Thomas G. Cannon                    126,380                      (1)               126,380                 0


Alice L. Cannon                      31,595                      (1)                31,595                 0
</TABLE>

---------------

(1)      Less than 1%.

(2)      Assumes that all of the Resale Shares registered hereby will be sold
         by the Selling Shareholders.  There can be no assurance that any of
         the Resale Shares will be offered or sold by the Selling Shareholders.

                              PLAN OF DISTRIBUTION

         This Prospectus relates to the offer and sale from time to time of up
to an aggregate of 157,975 Resale Shares by the Selling Shareholders, or by
pledgees, donees, transferees or other successors in interest thereto. The
Company is registering the Resale Shares pursuant to the Company's obligations
under the Stock Purchase Agreement among the Company, the Cannon Companies, the
Selling Shareholders and the other shareholders of the Common Companies, but
the registration of the Resale Shares does not necessarily mean that any of the
Resale Shares will be offered or sold by the Selling Shareholders.





                                       6
<PAGE>   9
         The distribution of the Resale Shares may be effected from time to
time in one or more underwritten transactions at a fixed price or prices, which
may be changed, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.  Any such
underwritten offering may be on a "best efforts" or a "firm commitment" basis.
In connection with any such underwritten offering, underwriters or agents may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders.  Underwriters may sell the Resale Shares to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they act as agents.

         The Selling Shareholders and any underwriters, dealers or agents that
participate in the distribution of the Resale Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the Resale Shares by them and any discounts, commissions or concessions
received by any such underwriters, dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act.

         At the time a particular offer of Resale Shares is made by the Selling
Shareholders, a Prospectus Supplement, if required, will be distributed that
will set forth the names of any underwriters, dealers or agents and any
discounts, commissions and other terms constituting compensation from the
Selling Shareholders and any other required information.

         The sale of Resale Shares by the Selling Shareholders also may be
effected from time to time by selling Resale Shares directly to purchasers or
to or through broker-dealers.  In connection with any such sale, any such
broker-dealer may act as agent for the Selling Shareholders or may purchase
from the Selling Shareholders all or a portion of the Resale Shares as
principal, and may be made pursuant to any of the methods described below.
Such sales may be made on the Exchange or other exchanges on which the Common
Stock are then traded, in the over-the-counter market, in negotiated
transactions or otherwise at prices and at terms then prevailing or at prices
related to the then-current market prices or at prices otherwise negotiated.

         The Resale Shares also may be sold in one or more of the following
transactions: (a) block transactions in which a broker-dealer may sell all or a
portion of such shares as agent but may position and resell all or a portion of
the block as principal to facilitate the transaction; (b) purchases by any such
broker-dealer as principal and resale by such broker-dealer for its own account
pursuant to a Prospectus Supplement; (c) a special offering, an exchange
distribution or a secondary distribution in accordance with applicable Exchange
or other stock exchange rules; (d) ordinary brokerage transactions and
transactions in which any such broker-dealer solicits purchasers; (e) sales "at
the market" to or through a market maker or into an existing trading market, on
an exchange or otherwise, for such shares; and (f) sales in other ways not
involving market makers or established trading markets, including direct sales
to purchasers.  In effecting sales, broker-dealers engaged by the Selling
Shareholders may arrange for other broker-dealers to participate.
Broker-dealers will receive commissions or other compensation from the Selling
Shareholders in amounts to be negotiated immediately prior to the sale that
will not exceed those customary in the types of transactions involved.
Broker-dealers may also receive compensation from purchasers of the Resale
Shares which is not expected to exceed that customary in the types of
transactions involved.

         In order to comply with the securities laws of certain states, if
applicable, the Resale Shares may be sold only through registered or licensed
brokers or dealers.  In addition, in certain states, Resale Shares may not be
sold unless they have been registered or qualified for sale in such state or an
exemption from such registration or qualification requirement is available and
is satisfied.

         All expenses incident to the offering and sale of the Resale Shares,
other than commissions, discounts and fees of underwriters, broker-dealers or
agents, shall be paid by the Company.  The Company has agreed to indemnify the
Selling Shareholders against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act.  See "Registration Rights."

                                 LEGAL MATTERS

         Certain legal matters with respect to the Common Stock offered hereby
will be passed upon for the Company by Liddell, Sapp, Zivley, Hill & LaBoon,
L.L.P., Dallas, Texas.





                                       7
<PAGE>   10
                                    EXPERTS

       The consolidated financial statements of Palm Harbor Homes, Inc. and
subsidiaries incorporated by reference in Palm Habor Homes, Inc. and
subsidiaries' Annual Report (Form 10-K) for the fiscal year ended March 28,
1997, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon incorporated by reference therein and
incorporated herein by reference. Such financial statements have been
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.






                                      8
<PAGE>   11
================================================================================

     No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus, and,  if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or the Selling Shareholders.  This Prospectus does not
constitute an offer to sell or the solicitation of an offer to buy the shares
by anyone in any jurisdiction in which such offer or solicitation is not
authorized, or in which the person making the offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such offer
or solicitation.  Neither the delivery of this Prospectus nor any sale made
hereunder shall create an implication that the information contained or
incorporated by reference herein is correct as of any time subsequent to its
date.

                           -------------------------

                               TABLE OF CONTENTS


<TABLE>
<S>                                                                        <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . .  2
Incorporation of Certain Documents                                        
   by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
Prospectus Summary  . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
Risk Factors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
Selling Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . .  6
Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . .  6
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
</TABLE>

================================================================================




================================================================================



                                 157,975 SHARES



                            PALM HARBOR HOMES, INC.



                                  COMMON STOCK
                          (PAR VALUE $0.01 PER SHARE)




                          -------------------------
                                  PROSPECTUS
                          -------------------------





                                        , 1998




================================================================================
<PAGE>   12
                                    PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

         The estimated expenses to be incurred in connection with the offering
contemplated by this Registration Statement, all of which will be paid by Palm
Harbor Homes, Inc. (the "Company"), are as follows:

<TABLE>
<S>                                                                   <C>   
SEC Registration Fee  . . . . . . . . . . . . . . . . . . . . . . . . $ 2,011
Nasdaq Listing Fee  . . . . . . . . . . . . . . . . . . . . . . . . . . 3,995
Accounting Fees and Expenses  . . . . . . . . . . . . . . . . . . . . . 4,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . 5,000
                                                                      -------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15,006
                                                                      =======
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided for in such statute.  The Registrant's Restated Articles of
Incorporation provide that the Registrant shall indemnify its officers and
directors to the fullest extent permitted by law.  The Registrant has also
entered into an agreement with each of its directors and its executive officers
wherein it has agreed to indemnify each of them to the fullest extent permitted
by law.

         The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law.  In addition,
each director will continue to be subject to liability for (a) violations of
criminal law, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (b)
deriving an improper personal benefit from a transaction; (c) voting for or
assenting to an unlawful distribution; and (d) willful misconduct or conscious
disregard for the best interests of the Registrant in a proceeding by or in the
right of the Registrant to procure a judgment in its favor or in a proceeding
by or in the right of a shareholder.  The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws.

ITEM 16.  EXHIBITS.

<TABLE>
<CAPTION>
    Exhibit
       No.       Description
    -------      -----------
     <S>    <C>
     2.1    Stock Purchase Agreement dated February 9, 1998, by and among Palm Harbor Homes, Inc., Cannon
            Manufactured Housing Group, Inc., Cannon Mobile Homes, Inc., Pleasant Valley Mobile Homes, Inc.,
            Countryside Mobile Homes, Inc., Cumberland Homes, Inc., First Home Mortgage Corporation, Thomas
            G. Cannon, Dale F. Cannon, Jack H. Coffey, John G. Blake, Todd R. Cannon and the Estate of
            Grover R. Cannon (Incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on
            Form 8-K dated February 9, 1998 (File No. 000-24268))

     2.2    Amendment Number One to Stock Purchase Agreement dated March 7, 1998, by and among Palm Harbor
            Homes, Inc., Cannon Manufactured Housing Group, Inc., Cannon Mobile Homes, Inc., Pleasant Valley
            Mobile Homes, Inc., Countryside Mobile Homes, Inc., Cumberland Homes, Inc., First Home Mortgage
            Corporation, Thomas G. Cannon, Dale F. Cannon, Jack H. Coffey, John G. Blake, Todd R. Cannon and
            the Estate of Grover R. Cannon (Incorporated by reference to Exhibit 2.2 to the Registrant's
            Current Report on Form 8-K dated April 7, 1998 (File No. 000-24268))

     2.3    Agreement and Plan of Merger, dated as of June 30, 1996, by and among Palm Harbor Homes, Inc.,
            Newco Homes, Inc., Scott W. Chaney, Christopher M. Finke, Thomas B. Kesterson and Joseph H.
            Kesterson, omitting exhibits and schedules. (Incorporated by reference to Exhibit 2.1 to the
            Registrant's Current Report on Form 8-K dated August 1, 1996 (File No. 000-24268))

     2.4    Amendment No. 1 to Agreement and Plan of Merger, dated August 1, 1996. (Incorporated by
            reference to Exhibit 2.2 to the Registrant's Current Report on Form 8-K dated August 1, 1996
            (File No. 000-24268))

     3.1    Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the
            Registrant's Registration Statement on Form S-1, Registration No. 33-79164)
</TABLE>





                                      II-1
<PAGE>   13
<TABLE>
     <S>    <C>
     3.2    Articles of Amendment (Incorporated by reference to Exhibit 3.2 to the Registrant's Registration
            Statement on Form S-1, Registration No. 33-79164)

     3.3    Restated Bylaws (Incorporated by reference to Exhibit 3.3 to the Registrant's Registration
            Statement on Form S-1, Registration No. 33-79164)

     4.1    Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant's
            Registration Statement on Form S-1, Registration No. 33-79164)

 *   5.1    Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.

 *   23.1   Consent of Ernst & Young LLP

 *   23.2   Consent of Liddell, Sapp, Zivley, Hill and LaBoon, L.L.P. (included in Exhibit 5.1)

     24.1   Power of Attorney (included on the signature page of the Registration Statement)
</TABLE>

---------------
  *  Filed herewith.

ITEM 17.  UNDERTAKINGS.

         (a)     The undersigned Registrant hereby undertakes:

                 1.       To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement:

                          (i)       To include any prospectus required by
                 Section 10(a)(3) of the Securities Act of 1933, as  amended;

                          (ii)      To reflect in the prospectus any facts or
                 events arising after the effective date of the Registration
                 Statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in the
                 Registration Statement. Notwithstanding the foregoing, any
                 increase or decrease in volume of securities offered (if the
                 total dollar value of securities offered would not exceed that
                 which was registered) and any deviation from the low or high
                 end of the estimated maximum offering range may be reflected
                 in the form of prospectus filed with the Commission pursuant
                 to Rule 424(b) if, in the aggregate, the changes in volume and
                 price represent no more than 20% change in the maximum
                 aggregate offering price set forth in the "Calculation of
                 Registration Fee" table in the effective Registration
                 Statement;

                          (iii)     To include any material information with
                 respect to the plan of distribution not previously disclosed
                 in the Registration Statement or any material change to such
                 information in the Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3, Form S-8 or Form
         F-3, and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         by the registrant pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), that are
         incorporated by reference in the Registration Statement.

                 2.       That, for the purpose of determining any liability
         under the Securities Act, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

                 3.       To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.





                                      II-2
<PAGE>   14
         (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)     The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report, to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

         (d)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to Company managers, directors, officers and
controlling persons of the Registrant pursuant to the provisions described in
Item 15 of this Registration Statement or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than in payment by the Registrant of expenses incurred or
paid by a Company manager, director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such Company manager, director, officer or controlling person in
connection with the securities being registered hereby, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.





                                      II-3
<PAGE>   15
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on the 8th of May,
1998.


                                        PALM HARBOR HOMES, INC.


                                        /s/ LEE POSEY 
                                        -------------------------------------
                                        Lee Posey, Chairman of the Board


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned do hereby
constitute and appoint Lee Posey and Kelly Tacke, and each of them, each with
full power to act without the other, his true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement and to file the same, with any and
all exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all of
each of said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue thereof.

<TABLE>
<CAPTION>
            SIGNATURES                                  TITLE                         DATE
            ----------                                  -----                         ----
<S>                                   <C>                                        <C>        
/s/ Lee Posey                         Chairman of the Board and Director         May 8, 1998      
-----------------------------------   (Principal Executive Officer)                               
Lee Posey                                                                                         
                                                                                                  
                                                                                                  
/s/ Larry Keener                      Chief Executive Officer, President,        May 8, 1998
-----------------------------------   Chief Operating Officer and Director                        
Larry Keener                                                                                      
                                                                                                  
                                                                                                  
/s/ Scott W. Chaney                   Executive Vice President and Director      May 8, 1998      
-----------------------------------                                                               
Scott W. Chaney                                                                                   
                                                                                                  
                                                                                                  
/s/ Kelly Tacke                       Vice President-Finance, Chief Financial    May 8, 1998      
-----------------------------------   Officer (Principal Financial and                            
Kelly Tacke                           Accounting Officer)                                         
                                                                                                  
                                                                                                  
/s/ William R. Thomas                 Director                                   May 8, 1998      
-----------------------------------                                                               
William R. Thomas                                                                                 
                                                                                                  
                                                                                                  
/s/ Walter D. Rosenberg, Jr.          Director                                   May 8, 1998      
-----------------------------------                                                               
Walter D. Rosenberg, Jr.                                                                          
                                                                                                  
                                                                                                  
/s/ Frederick R. Meyer                Director                                   May 8, 1998      
-----------------------------------                                                               
Frederick R. Meyer                                                                                
                                                                                                  
                                                                                                  
/s/ A. Gary  Shilling                 Director                                   May 8, 1998      
-----------------------------------                                                               
A. Gary Shilling                                                                                  
                                                                                                  
                                                                                                  
/s/ John H. Wilson                    Director                                   May 8, 1998      
-----------------------------------                                                               
John H. Wilson                                                           
</TABLE>                                                                 
                                                                         
                                                                         



                                      II-4
<PAGE>   16
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
   Exhibit
     No.          Description
   -------        -----------
     <S>    <C>    
     2.1    Stock Purchase Agreement dated February 9, 1998, by and among Palm Harbor Homes, Inc., Cannon
            Manufactured  Housing Group, Inc., Cannon Mobile Homes, Inc., Pleasant Valley Mobile Homes,
            Inc., Countryside Mobile Homes, Inc., Cumberland Homes, Inc., First Home Mortgage Corporation,
            Thomas G. Cannon, Dale F. Cannon, Jack H. Coffey, John G. Blake, Todd R. Cannon and the Estate
            of Grover R. Cannon (Incorporated by reference to Exhibit 2.1 to the Registrant's Current Report
            on Form 8-K dated February 9, 1998 (File No. 000-24268))

     2.2    Amendment Number One to Stock Purchase Agreement dated March 7, 1998, by and among Palm Harbor
            Homes, Inc., Cannon Manufactured Housing Group, Inc., Cannon Mobile Homes, Inc., Pleasant Valley
            Mobile Homes, Inc., Countryside Mobile Homes, Inc., Cumberland Homes, Inc., First Home Mortgage
            Corporation, Thomas G. Cannon, Dale F. Cannon, Jack H. Coffey, John G. Blake, Todd R. Cannon and
            the Estate of Grover R. Cannon (Incorporated by reference to Exhibit 2.2 to the Registrant's
            Current Report on Form 8-K dated April 7, 1998 (File No. 000-24268))

     2.3    Agreement and Plan of Merger, dated as of June 30, 1996, by and among Palm Harbor Homes, Inc.,
            Newco Homes, Inc., Scott W. Chaney, Christopher M. Finke, Thomas B. Kesterson and Joseph H.
            Kesterson, omitting exhibits and schedules. (Incorporated by reference to Exhibit 2.1 to the
            Registrant's Current Report on Form 8-K dated August 1, 1996 (File No. 000-24268))

     2.4    Amendment No. 1 to Agreement and Plan of Merger, dated August 1, 1996. (Incorporated by
            reference to Exhibit 2.2 to the Registrant's Current Report on Form 8-K dated August 1, 1996
            (File No. 000-24268))

     3.1    Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the
            Registrant's Registration Statement on Form S-1, Registration No. 33-79164)

     3.2    Articles of Amendment (Incorporated by reference to Exhibit 3.2 to the Registrant's Registration
            Statement on Form S-1, Registration No. 33-79164)

     3.3    Restated Bylaws (Incorporated by reference to Exhibit 3.3 to the Registrant's Registration
            Statement on Form S-1, Registration No. 33-79164)

     4.1    Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant's
            Registration Statement on Form S-1, Registration No. 33-79164)

 *   5.1    Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.

 *   23.1   Consent of Ernst & Young LLP

 *   23.2   Consent of Liddell, Sapp, Zivley, Hill and LaBoon, L.L.P. (included in Exhibit 5.1)

     24.1   Power of Attorney (included on the signature page of the Registration Statement)
</TABLE>

---------------
  *  Filed herewith.