content: <PAGE>   1
  
     As filed with the Securities and Exchange Commission on January 24, 1997.
  
                                             Registration No. 333- _______________
  ________________________________________________________________________________
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
                                _____________________
  
                           AMERICAN HOMESTAR CORPORATION
               (Exact name of registrant as specified in its charter)
  
                   Texas                              76-0070846
        (State or other jurisdiction               (I.R.S. Employer
     of incorporation or organization)          Identification Number)
                                                
   2450 South Shore Boulevard, Suite 300        
             League City, Texas                         77573
  (Address of principal executive offices)            (Zip Code)
                                ____________________
  
                           AMERICAN HOMESTAR CORPORATION
                 1994 AMENDED AND RESTATED STOCK COMPENSATION PLAN
                              (Full title of the Plan)
  
                                 Craig A. Reynolds
                       2450 South Shore Boulevard, Suite 300
                             League City, Texas  77573
                      (Name and address of agent for service)
  
                                   (281) 334-9700
                            (Telephone number, including
                          area code, of agent for service)
  
                             ___________________________
  
                                     COPIES TO:
  
                                 Richard F. Dahlson
                              Jackson & Walker, L.L.P.
                            901 Main Street, Suite 6000
                                Dallas, Texas  75202
  
  
  
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ------------------------------------------------------------------------------------------------------------
       Title of                                 Proposed Maximum        Proposed Maximum
   Securities to be        Amount to be        Offering Price Per      Aggregate Offering         Amount of
      Registered            Registered              Share(1)               Price (1)          Registration Fee
  ------------------------------------------------------------------------------------------------------------
   <S>                    <C>                  <C>                     <C>                    <C>
   Common Stock,
   par value $.05         450,000 shares             $20.94                $9,423,000             $2,855.46
   per share
  ------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)   Estimated solely for the purpose of calculating the registration fee.
        Pursuant to Rules 457(c) and 457(h), the offering price and registration
        fee are computed on the basis of the average of the high and low prices
        of the Common Stock, as reported by the National Association of
        Securities Dealers Automated Quotation National Market System, on January
        21, 1997.
  
  <PAGE>   2
        Pursuant to General Instruction E of Form S-8 with respect to the shares
  registered under the American Homestar Corporation 1994 Amended and Restated
  Stock Compensation Plan, this Registration Statement incorporates by reference
  the contents of the Registrant's Registration Statement No. 33-95604 on Form S-
  8, including all exhibits attached thereto.
  <PAGE>   3
  PROSPECTUS
                           AMERICAN HOMESTAR CORPORATION
  
                                  1,180,000 SHARES
                                         OF
                                   COMMON STOCK*
  
        This Prospectus has been prepared by American Homestar Corporation, a
  Texas corporation (the "Company"), for use upon resale by certain directors,
  officers and employees of the Company (the "Selling Shareholders") of up to
  1,180,000 shares of Common Stock, par value $.05 per share ("Common Stock"), of
  the Company.  The Selling Shareholders have acquired and/or may in the future
  acquire shares of Common Stock from the Company pursuant to the exercise of
  Options heretofore granted and/or to be hereafter granted to the Selling
  Shareholders pursuant to the provisions of the Company's 1994 Amended and
  Restated Stock Compensation Plan (the "Plan").
  
        The Common Stock may be sold from time to time by the Selling
  Shareholders or permitted transferees.  Such sales may be made through one or
  more brokers or dealers on the Nasdaq/National Association of Securities
  Dealers Automated Quotation/National Market System (the "Nasdaq"), or any other
  over-the-counter market or exchange on which the Common Stock is quoted or
  listed for trading, or in negotiated transactions, in each case at prices and
  at terms then prevailing or at prices related to the then current market price
  or at negotiated prices and terms.  See "Plan of Distribution."  Upon any sale
  of the Common Stock offered hereby, the Selling Shareholders or permitted
  transferees and participating agents, brokers, dealers and marketmakers may be
  deemed to be underwriters as that term is defined in the Securities Act of
  1933, as amended (the "Securities Act"), and commissions or discounts or any
  profit realized on the resale of such securities purchased by them may be
  deemed to be underwriting commissions or discounts under the Securities Act.
  
        The Common Stock is quoted through the Nasdaq under the symbol "HSTR." On
  January 21, 1997 the last reported sale price of the Common Stock, as reported
  on the Nasdaq, was $21.25.  The Company will not receive any of the proceeds
  from sales by the Selling Shareholders.
  
  *  This figure is an estimate.  The Company has filed a Registration Statement
     on Form S-8 (of which this Prospectus is a part), that covers the sale by
     the Company of up to 1,180,000 shares of Common Stock upon the exercise of
     options granted or to be granted under the Plan.  This Prospectus covers the
     resale by the Selling Shareholders of an indeterminate number of shares of
     Common Stock acquired or that may be acquired by the Selling Shareholders
     upon the exercise of options granted or to be granted to the Selling
     Shareholders pursuant to the Plan.
  
                              -----------------------
  
           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 January 24, 1997.
  
  
  
  
  
  <PAGE>   4
                               AVAILABLE INFORMATION
  
           The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith, files reports, proxy statements and other information
  with the Securities and Exchange Commission (the "Commission").  Reports, proxy
  statements and other information filed by the Company with the Commission can
  be inspected and copied at the public reference facilities maintained by the
  Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
  D.C. 20549, and at the regional offices of the Commission at Citicorp Center,
  500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and at 7
  World Trade Center, Suite 1300, New York, New York 10048.  Copies of such
  material can be obtained from the Public Reference Section of the Commission,
  at 450 Fifth Street, N.W., Washington, D.C., 20549, at prescribed rates.  The
  Commission maintains a Web site at http://www.sec.gov that contains reports,
  proxy and information statements and other information regarding registrants
  that file electronically with the Commission.  The common stock of the Company,
  par value $.05 per share (the "Common Stock") is listed on the Nasdaq.
  Reports, proxy statements and other information concerning the Company can also
  be inspected at the offices of the Nasdaq at 1735 K Street, N.W., 3rd Floor,
  Washington, D.C.
  
           The Company has filed with the Commission a Registration Statement on
  Form S-8 (together with all amendments and exhibits thereto, the "Registration
  Statement") under the Securities Act with respect to the offer and sale of the
  Common Stock to be issued pursuant to the Plan.  As permitted by the rules and
  regulations of the Commission, this Prospectus does not contain all of the
  information set forth or incorporated by reference in the Registration
  Statement.  Copies of the Registration Statement are available from the Public
  Reference Section of the Commission at prescribed rates.
  
           The Company's principal executive offices are located at 2450 South
  Shore Boulevard, Suite 300, League City, Texas, 77573, and the Company's
  telephone number is (281) 334-9700.
  
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents, which have been filed with the Commission by
  the Company, are incorporated herein by reference and made a part hereof:
  
           (i)     The Company's latest annual report on Form 10-K for the year
                   ended May 31, 1996 (the "Annual Report");
  
           (ii)    All other reports filed with the Commission pursuant to
                   Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                   as amended, since the end of the fiscal year covered by the
                   Annual Report; and
  
  
  
  
  
                                       - 2 -
  <PAGE>   5
           (iii)   The description of the Company's Common Stock contained in the
                   Company's Registration Statement on Form 8-A (No. 0-24210) 
                   filed May 5, 1994.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
  prior to the termination of the offering of the Common Stock to be made
  hereunder shall be deemed to be incorporated by reference herein and to be a
  part hereof from the date of filing of such documents.  Any statement contained
  herein or in a document incorporated or deemed to be incorporated by reference
  herein 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 document which also is or is deemed to be incorporated by
  reference herein 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.
  
           The Company will provide, without charge, to each person to whom a
  copy of this Prospectus is delivered, upon the written or oral request of such
  person, a copy of any and all of the documents incorporated herein by reference
  (other than exhibits to such documents unless such exhibits are specifically
  incorporated by reference into the information that this Prospectus
  incorporates).  Written or telephone requests for such documents should be
  directed to American Homestar Corporation, 2450 South Shore Boulevard, Suite
  300, League City, Texas 77573, Attention: Craig A. Reynolds, Executive Vice
  President (telephone: (281) 334-9700).
  
  
                                  USE OF PROCEEDS
  
           The Company will not receive any proceeds from the sale of the Common
  Stock offered hereby.
  
  
                                SELLING SHAREHOLDERS
  <TABLE>
  <CAPTION>
                                                                                   
                                                                                   
                                                                                               
                                                                                                              
                                                                      Common Stock                            
                                                        Ownership     Offered For      Ownership               
                                                        of Common       Selling        of Common    Percentage 
                                                       Stock Prior   Shareholders'       Stock       of Common 
              Name and Office                              to         Account Upon       After      Stock After
            of Beneficial Owner                        Offering(1)    Exercise(2)      Offering     Offering   
            -------------------                        -----------    -----------      --------      --------
   <S>                                                   <C>               <C>         <C>              <C>
   Finis F. Teeter . . . . . . . . . . . . . . . .       1,581,103         75,000      1,506,103        17.5%
       Chairman of the Board and Co-Chief Executive
       Officer
  
   Laurence A. Dawson, Jr. . . . . . . . . . . . .       1,399,337         75,000      1,324,337        15.3%
       President, Co-Chief Executive Officer and
       Director
  </TABLE>
  
  
  
  
  
                                        - 3 -
  <PAGE>   6
  <TABLE>
   <S>                                                     <C>             <C>           <C>             <C>
   Craig A. Reynolds . . . . . . . . . . . . . . .         115,188         39,750         75,438            *
       Executive Vice President, Chief Financial
       Officer, Secretary and Director
  
   Jackie H. Holland . . . . . . . . . . . . . . .          59,788         35,750         24,038            *
       Vice President, Treasurer and Director
  
   Charles N. Carney, Jr.  . . . . . . . . . . . .         189,144         39,750        149,394         1.7%
       Vice President and Director
  
   James J. Fallon . . . . . . . . . . . . . . . .         101,775         35,750         66,025            *
       Vice President and Director
  
   William O. Hunt . . . . . . . . . . . . . . . .          27,500         20,000          7,500            *
       Director
  
   Jack L. McDonald  . . . . . . . . . . . . . . .          20,000         20,000           --              *
       Director
  </TABLE>
  
    *       Less than 1%.
  
   (1)      Includes shares to be acquired upon exercise of options granted under
            the Plan, some of which are not exercisable within 60 days of the
            date of this Prospectus.
  
   (2)      Total amount of shares purchasable pursuant to the Plan.
  
  
                                PLAN OF DISTRIBUTION
  
      The Common Stock offered hereby may be sold from time to time by the
  Selling Shareholders or permitted transferees.  The Common Stock may be
  disposed of from time to time in one or more transactions through any one or
  more of the following:  (i) to purchasers directly, (ii) in ordinary brokerage
  transactions and transactions in which the broker solicits purchasers, (iii)
  through underwriters or dealers who may receive compensation in the form of
  underwriting discounts, concessions or commissions from the Selling
  Shareholders or permitted transferees and/or from the purchasers of the Common
  Stock for whom they may act, (iv) the writing of options on the Common Stock,
  (v) the pledge of the Common Stock as security for any loan or obligation,
  including pledges to brokers or dealers who may, from time to time, themselves
  effect distributions of the Common Stock or interests therein, (vi) purchases
  by a broker or dealer as principal and resale by such broker or dealer for its
  own account pursuant to this Prospectus, (vii) a block trade in which the
  broker or dealer so engaged will attempt to sell the Common Stock as agent and
  resell a portion of the block as principal to facilitate the transaction and
  (viii) an exchange distribution in accordance with the rules of such exchange
  or transactions in the over the counter market.  Such sales may be made at
  prices and at terms then prevailing or at prices related to the then current
  market price or at negotiated prices and terms.  In effecting sales, brokers or
  dealers may arrange for other brokers or dealers to participate.  The Selling
  Shareholders or permitted transferees and any underwriters, brokers, dealers or
  agents that participate in the distribution of the Common Stock may be deemed
  to be "underwriters" within the meaning of the Securities Act and any profit on
  the sale of the
  
  
  
  
  
                                        - 4 -
  <PAGE>   7
  Common Stock by them and any discounts, commissions or concessions received by
  any such underwriters, brokers, dealers or agents may be deemed to be
  underwriting commissions or discounts under the Securities Act.
  
      The Company will pay all of the expenses incident to the offering and sale
  of the Common Stock to the public other than underwriting discounts or
  commissions, brokers' fees and the fees and expenses of any counsel to the
  Selling Shareholders related thereto.
  
                                   LEGAL MATTERS
  
      Certain legal matters in connection with the validity of the Common Stock
  offered hereby have been passed upon by Jackson & Walker, L.L.P., Dallas,
  Texas.
  
  
                                      EXPERTS
  
      The consolidated financial statements and related financial statement
  schedule of the Company appearing in the Company's Annual Report on Form 10-K
  for the year ended May 31, 1996, have been audited by KPMG Peat Marwick LLP,
  independent certified public accountants, as set forth in their report thereon,
  included therein and incorporated herein by reference.  Such consolidated
  financial statements are, and audited financial statements to be included in
  subsequently filed documents will be, incorporated herein in reliance upon the
  reports of KPMG Peat Marwick LLP pertaining to such financial statements (to
  the extent covered by consents filed with the Commission) given upon the
  authority of such firm as experts in accounting and auditing.
  
  
                                  INDEMNIFICATION
  
      The Company's Restated Articles of Incorporation (the "Charter") provide
  that, to the fullest extent permitted by Texas law, directors and former
  directors of the Company will not be liable to the Company or its shareholders
  for monetary damages for breach of fiduciary duty as director.  Texas law does
  not currently authorize the elimination or limitation of the liability of a
  director to the extent the director is found liable for (i) any breach of the
  director's duty of loyalty to the Company or its shareholders, (ii) acts or
  omissions not in good faith that constitute a breach of duty of the director of
  the Company or which involve intentional misconduct or a knowing violation of
  law, (iii) transactions from which the director received an improper benefit,
  whether or not the benefit resulted from an action taken within the scope of
  the director's office or (iv) acts or omissions for which the liability of a
  director is expressly provided by law.
  
      The Charter and the Amended and Restated Bylaws of the Company grant
  mandatory indemnification to directors and officers of the Company to the
  fullest extent authorized under the Texas Business Corporation Act.  In
  general, a Texas corporation may indemnify a director or officer who was, is or
  is threatened to be made a named defendant or respondent in a
  
  
  
  
  
                                       - 5 -
  <PAGE>   8
  proceeding by virtue of his position in the corporation if he acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the
  best interests of the corporation, and, in the case of criminal proceedings,
  had no reasonable cause to believe his conduct was unlawful.  A Texas
  corporation may indemnify a director or officer in an action brought by or in
  the right of the corporation only if such director or officer was not found
  liable to the corporation, unless or only to the extent that a court finds him
  to be fairly and reasonably entitled to indemnify for such expenses as the
  court deems proper.
  
      The Company has entered into Indemnity Agreements with Messrs. Teeter,
  Dawson, Reynolds, Carney, Holland, Fallon, Hunt and McDonald.  Pursuant to such
  agreements, the Company will, to the extent permitted by applicable law,
  indemnify such persons against all expenses, judgments, fines and penalties
  incurred in connection with the defense or settlement of any actions brought
  against them by reason of the fact that they were directors or officers of the
  Company or assumed certain responsibilities at the direction of the Company.
  
  
  
  
  
                                       - 6 -
  <PAGE>   9
  
  
  
  
  
  No dealer, salesman or other person has been authorized to give any information
  or to make any representation not contained in this Prospectus in connection
  with the offering made hereby.  If given or made, such information or
  representation must not be relied upon as having been authorized by the
  Company.  Neither the delivery of this Prospectus nor any sale made hereunder
  shall under any circumstances create any implication that the information
  contained herein is correct as of any time subsequent to the date hereof.  This
  Prospectus does not constitute an offer to sell or a solicitation of an offer
  to buy any securities in any jurisdiction to any person to whom it would be
  unlawful to make such an offer or solicitation in such jurisdiction.
  
  
  
                            --------------------------
  
  
  
                                 TABLE OF CONTENTS
  <TABLE>
  <CAPTION>
                                                                              PAGE
  <S>                                                                          <C>
  Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
  Incorporation of Certain Documents
     by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
  Selling Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
  Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
  Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
  Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
  </TABLE>
  
                                  1,180,000 SHARES
  
  
  
  
  
                           AMERICAN HOMESTAR CORPORATION
  
  
  
  
  
                                    COMMON STOCK
  
  
  
  
                            --------------------------
  
  
                                     PROSPECTUS
  
  
                            --------------------------
  
  
  
                                  January 24, 1997
  <PAGE>   10
      On October 11, 1996, the Shareholders of American Homestar Corporation (the
  "Company") approved an amendment to the Company's 1994 Stock Compensation Plan
  (the "Plan").  Among other changes, the amendment increased the maximum number
  of shares of the Company's common stock, par value $0.05 per share (the "Common
  Stock") reserved for issuance under the Plan by 450,000 shares.  This
  Registration Statement on Form S-8 relates to the additional shares of Common
  Stock issuable pursuant to provisions of the Plan as a result of the amendment.
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 8.  EXHIBITS.
  
      The following is a list of all exhibits filed as a part of this
  Registration Statement on Form S-8, including those incorporated herein by
  reference.
  
  <TABLE>
  <CAPTION>
      Exhibit No.              Description of Exhibit
      -----------              ----------------------
         <S>       <C>
         5 .1      Opinion of Jackson & Walker, L.L.P.(1)
  
         23.1      Consent of Jackson & Walker, L.L.P.(2)
  
         23.2      Consent of KPMG Peat Marwick LLP.(1)
  
         24.1      Power of Attorney.(3)
  
         99.1      American Homestar Corporation 1994 Amended and Restated Stock
                   Compensation Plan.(4)
  </TABLE>
  
  ---------------
  
  (1)      Filed herewith.
  
  (2)      Included in the opinion of Jackson & Walker, L.L.P., filed herewith.
  
  (3)      Appearing on page II-2 of this Registration Statement.
  
  (4)      Previously filed as an exhibit to the Proxy Statement dated October
           11, 1996.
  
  
  
  
  
                                        II-1
  <PAGE>   11
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8 and has duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Arlington, State of
  Texas, on the 24th day of January, 1997.
  
  
                                                 AMERICAN HOMESTAR CORPORATION
  
  
  
                                                 By /s/Laurence A. Dawson
                                                    ---------------------------
                                                    Laurence A. Dawson, President
                                                    (Principal Executive Officer)
  
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below constitutes and appoints
  each of Laurence A. Dawson and Finis F. Teeter as his true and lawful
  attorney-in-fact and agent, each acting alone, with full powers of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities, to sign any or all amendments (including post-effective
  amendments) to this Registration Statement and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto such attorneys-in-fact and
  agents, each acting alone, full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he might do in person, hereby
  ratifying and confirming all that such attorneys-in-fact and agents, each
  acting alone, or his substitute or substitutes, may lawfully do or cause to be
  done by virtue hereof.
  
  
  
  
  
                                        II-2
  <PAGE>   12
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
         Signatures                                       Title                                Date
         ----------                                       -----                                ----
    <S>                                   <C>                                            <C>
                                                Chairman of the Board and
                                                Co-Chief Executive Officer
        /s/Finis F. Teeter                    (Principal Executive Officer)              January 24, 1997
   ------------------------------                                                                        
           Finis F. Teeter
                                                                                                           
                                          President, Co-Chief Executive Officer                            
                                                       and Director                                        
    /s/Laurence A. Dawson, Jr.                (Principal Executive Officer)              January 24, 1997  
   ---------------------------
       Laurence A. Dawson, Jr.
  
                                             Executive Vice President, Chief
                                                   Financial Officer,
                                                  Secretary and Director
      /s/Craig A. Reynolds                 (Principal Financial and Accounting           January 24, 1997
   -----------------------------                        Officer)                                                     
         Craig A. Reynolds                                    
  
                                                                                
                                                                                                         
      /s/Jackie H. Holland                Vice President, Treasurer and Director         January 24, 1997
   ------------------------------
         Jackie H. Holland
  
                                                                                                         
      /s/Charles N. Carney                     Vice President and Director               January 24, 1997
   -----------------------------
         Charles N. Carney
  
  
                                                                                                         
        /s/James J. Fallon                     Vice President and Director               January 24, 1997
   -------------------------------
           James J. Fallon
  
       /s/William O. Hunt                                Director                        January 24, 1997
   -----------------------------                                                                         
          William O. Hunt
  
  
                                                         Director                        January 24, 1997
   ----------------------------                                                                          
         Jack L. McDonald
  </TABLE>
  
  
  
  
  
                                        II-3
  <PAGE>   13
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number           Description of Exhibit
  ------           ----------------------
  <S>              <C>
  5.1              Opinion of Jackson & Walker, L.L.P.(1)
  
  23.1             Consent of Jackson & Walker, L.L.P.(2)
  
  23.2             Consent of KPMG Peat Marwick LLP.(1)
  
  24.1             Power of Attorney.(3)
  
  99.1             American Homestar Corporation 1994 Amended and Restated
                   Stock Compensation Plan.(4)
  </TABLE>
  
                
  --------------
  
  (1)      Filed herewith.
  
  (2)      Included in the opinion of Jackson & Walker, L.L.P., filed herewith.
  
  (3)      Appearing on page II-2 of this Registration Statement.
  
  (4)      Previously filed as an exhibit to the Proxy Statement dated October 11,
           1996.
  
  
  
  
  
                                        II-4
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metadata_filer: {"company-data": {"conformed-name": "AMERICAN HOMESTAR CORP", "cik": "0000922812", "assigned-sic": "2452", "irs-number": "760070846", "state-of-incorporation": "TX", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20347", "film-number": "97510289"}, "business-address": {"street1": "2450 SOUTH SHARE BLVD", "street2": "STE 300", "city": "LEAGUE CITY", "state": "TX", "zip": "77573", "phone": "7133349700"}, "mail-address": {"street1": "2450 SOUTH SHARE BLVD", "street2": "STE 300", "city": "LEAGUE CITY", "state": "TX", "zip": "77573"}}
text: 1
  
     As filed with the Securities and Exchange Commission on January 24, 1997.
  
                                             Registration No. 333- _______________
  ________________________________________________________________________________
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
                                _____________________
  
                           AMERICAN HOMESTAR CORPORATION
               (Exact name of registrant as specified in its charter)
  
                   Texas                              76-0070846
        (State or other jurisdiction               (I.R.S. Employer
     of incorporation or organization)          Identification Number)
                                                
   2450 South Shore Boulevard, Suite 300        
             League City, Texas                         77573
  (Address of principal executive offices)            (Zip Code)
                                ____________________
  
                           AMERICAN HOMESTAR CORPORATION
                 1994 AMENDED AND RESTATED STOCK COMPENSATION PLAN
                              (Full title of the Plan)
  
                                 Craig A. Reynolds
                       2450 South Shore Boulevard, Suite 300
                             League City, Texas  77573
                      (Name and address of agent for service)
  
                                   (281) 334-9700
                            (Telephone number, including
                          area code, of agent for service)
  
                             ___________________________
  
                                     COPIES TO:
  
                                 Richard F. Dahlson
                              Jackson & Walker, L.L.P.
                            901 Main Street, Suite 6000
                                Dallas, Texas  75202
  
                          CALCULATION OF REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------
       Title of                                 Proposed Maximum        Proposed Maximum
   Securities to be        Amount to be        Offering Price Per      Aggregate Offering         Amount of
      Registered            Registered              Share(1)               Price (1)          Registration Fee
  ------------------------------------------------------------------------------------------------------------
  Common Stock,
   par value $.05         450,000 shares             $20.94                $9,423,000             $2,855.46
   per share
  ------------------------------------------------------------------------------------------------------------
  (1)   Estimated solely for the purpose of calculating the registration fee.
        Pursuant to Rules 457(c) and 457(h), the offering price and registration
        fee are computed on the basis of the average of the high and low prices
        of the Common Stock, as reported by the National Association of
        Securities Dealers Automated Quotation National Market System, on January
        21, 1997.
  2
        Pursuant to General Instruction E of Form S-8 with respect to the shares
  registered under the American Homestar Corporation 1994 Amended and Restated
  Stock Compensation Plan, this Registration Statement incorporates by reference
  the contents of the Registrant's Registration Statement No. 33-95604 on Form S-
  8, including all exhibits attached thereto.
  3
  PROSPECTUS
                           AMERICAN HOMESTAR CORPORATION
  
                                  1,180,000 SHARES
                                         OF
                                   COMMON STOCK*
  
        This Prospectus has been prepared by American Homestar Corporation, a
  Texas corporation (the "Company"), for use upon resale by certain directors,
  officers and employees of the Company (the "Selling Shareholders") of up to
  1,180,000 shares of Common Stock, par value $.05 per share ("Common Stock"), of
  the Company.  The Selling Shareholders have acquired and/or may in the future
  acquire shares of Common Stock from the Company pursuant to the exercise of
  Options heretofore granted and/or to be hereafter granted to the Selling
  Shareholders pursuant to the provisions of the Company's 1994 Amended and
  Restated Stock Compensation Plan (the "Plan").
  
        The Common Stock may be sold from time to time by the Selling
  Shareholders or permitted transferees.  Such sales may be made through one or
  more brokers or dealers on the Nasdaq/National Association of Securities
  Dealers Automated Quotation/National Market System (the "Nasdaq"), or any other
  over-the-counter market or exchange on which the Common Stock is quoted or
  listed for trading, or in negotiated transactions, in each case at prices and
  at terms then prevailing or at prices related to the then current market price
  or at negotiated prices and terms.  See "Plan of Distribution."  Upon any sale
  of the Common Stock offered hereby, the Selling Shareholders or permitted
  transferees and participating agents, brokers, dealers and marketmakers may be
  deemed to be underwriters as that term is defined in the Securities Act of
  1933, as amended (the "Securities Act"), and commissions or discounts or any
  profit realized on the resale of such securities purchased by them may be
  deemed to be underwriting commissions or discounts under the Securities Act.
  
        The Common Stock is quoted through the Nasdaq under the symbol "HSTR." On
  January 21, 1997 the last reported sale price of the Common Stock, as reported
  on the Nasdaq, was $21.25.  The Company will not receive any of the proceeds
  from sales by the Selling Shareholders.
  
  *  This figure is an estimate.  The Company has filed a Registration Statement
     on Form S-8 (of which this Prospectus is a part), that covers the sale by
     the Company of up to 1,180,000 shares of Common Stock upon the exercise of
     options granted or to be granted under the Plan.  This Prospectus covers the
     resale by the Selling Shareholders of an indeterminate number of shares of
     Common Stock acquired or that may be acquired by the Selling Shareholders
     upon the exercise of options granted or to be granted to the Selling
     Shareholders pursuant to the Plan.
  
                              -----------------------
  
           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 January 24, 1997.
  4
                               AVAILABLE INFORMATION
  
           The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith, files reports, proxy statements and other information
  with the Securities and Exchange Commission (the "Commission").  Reports, proxy
  statements and other information filed by the Company with the Commission can
  be inspected and copied at the public reference facilities maintained by the
  Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
  D.C. 20549, and at the regional offices of the Commission at Citicorp Center,
  500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and at 7
  World Trade Center, Suite 1300, New York, New York 10048.  Copies of such
  material can be obtained from the Public Reference Section of the Commission,
  at 450 Fifth Street, N.W., Washington, D.C., 20549, at prescribed rates.  The
  Commission maintains a Web site at http://www.sec.gov that contains reports,
  proxy and information statements and other information regarding registrants
  that file electronically with the Commission.  The common stock of the Company,
  par value $.05 per share (the "Common Stock") is listed on the Nasdaq.
  Reports, proxy statements and other information concerning the Company can also
  be inspected at the offices of the Nasdaq at 1735 K Street, N.W., 3rd Floor,
  Washington, D.C.
  
           The Company has filed with the Commission a Registration Statement on
  Form S-8 (together with all amendments and exhibits thereto, the "Registration
  Statement") under the Securities Act with respect to the offer and sale of the
  Common Stock to be issued pursuant to the Plan.  As permitted by the rules and
  regulations of the Commission, this Prospectus does not contain all of the
  information set forth or incorporated by reference in the Registration
  Statement.  Copies of the Registration Statement are available from the Public
  Reference Section of the Commission at prescribed rates.
  
           The Company's principal executive offices are located at 2450 South
  Shore Boulevard, Suite 300, League City, Texas, 77573, and the Company's
  telephone number is (281) 334-9700.
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents, which have been filed with the Commission by
  the Company, are incorporated herein by reference and made a part hereof:
  
           (i)     The Company's latest annual report on Form 10-K for the year
                   ended May 31, 1996 (the "Annual Report");
  
           (ii)    All other reports filed with the Commission pursuant to
                   Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                   as amended, since the end of the fiscal year covered by the
                   Annual Report; and
  
                                       - 2 -
  5
           (iii)   The description of the Company's Common Stock contained in the
                   Company's Registration Statement on Form 8-A (No. 0-24210) 
                   filed May 5, 1994.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
  prior to the termination of the offering of the Common Stock to be made
  hereunder shall be deemed to be incorporated by reference herein and to be a
  part hereof from the date of filing of such documents.  Any statement contained
  herein or in a document incorporated or deemed to be incorporated by reference
  herein 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 document which also is or is deemed to be incorporated by
  reference herein 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.
  
           The Company will provide, without charge, to each person to whom a
  copy of this Prospectus is delivered, upon the written or oral request of such
  person, a copy of any and all of the documents incorporated herein by reference
  (other than exhibits to such documents unless such exhibits are specifically
  incorporated by reference into the information that this Prospectus
  incorporates).  Written or telephone requests for such documents should be
  directed to American Homestar Corporation, 2450 South Shore Boulevard, Suite
  300, League City, Texas 77573, Attention: Craig A. Reynolds, Executive Vice
  President (telephone: (281) 334-9700).
  
                                  USE OF PROCEEDS
  
           The Company will not receive any proceeds from the sale of the Common
  Stock offered hereby.
  
                                SELLING SHAREHOLDERS
  Common Stock                            
                                                        Ownership     Offered For      Ownership               
                                                        of Common       Selling        of Common    Percentage 
                                                       Stock Prior   Shareholders'       Stock       of Common 
              Name and Office                              to         Account Upon       After      Stock After
            of Beneficial Owner                        Offering(1)    Exercise(2)      Offering     Offering   
            -------------------                        -----------    -----------      --------      --------
  Finis F. Teeter . . . . . . . . . . . . . . . .       1,581,103         75,000      1,506,103        17.5%
       Chairman of the Board and Co-Chief Executive
       Officer
  
   Laurence A. Dawson, Jr. . . . . . . . . . . . .       1,399,337         75,000      1,324,337        15.3%
       President, Co-Chief Executive Officer and
       Director
  - 3 -
  6
  Craig A. Reynolds . . . . . . . . . . . . . . .         115,188         39,750         75,438            *
       Executive Vice President, Chief Financial
       Officer, Secretary and Director
  
   Jackie H. Holland . . . . . . . . . . . . . . .          59,788         35,750         24,038            *
       Vice President, Treasurer and Director
  
   Charles N. Carney, Jr.  . . . . . . . . . . . .         189,144         39,750        149,394         1.7%
       Vice President and Director
  
   James J. Fallon . . . . . . . . . . . . . . . .         101,775         35,750         66,025            *
       Vice President and Director
  
   William O. Hunt . . . . . . . . . . . . . . . .          27,500         20,000          7,500            *
       Director
  
   Jack L. McDonald  . . . . . . . . . . . . . . .          20,000         20,000           --              *
       Director
  *       Less than 1%.
  
   (1)      Includes shares to be acquired upon exercise of options granted under
            the Plan, some of which are not exercisable within 60 days of the
            date of this Prospectus.
  
   (2)      Total amount of shares purchasable pursuant to the Plan.
  
                                PLAN OF DISTRIBUTION
  
      The Common Stock offered hereby may be sold from time to time by the
  Selling Shareholders or permitted transferees.  The Common Stock may be
  disposed of from time to time in one or more transactions through any one or
  more of the following:  (i) to purchasers directly, (ii) in ordinary brokerage
  transactions and transactions in which the broker solicits purchasers, (iii)
  through underwriters or dealers who may receive compensation in the form of
  underwriting discounts, concessions or commissions from the Selling
  Shareholders or permitted transferees and/or from the purchasers of the Common
  Stock for whom they may act, (iv) the writing of options on the Common Stock,
  (v) the pledge of the Common Stock as security for any loan or obligation,
  including pledges to brokers or dealers who may, from time to time, themselves
  effect distributions of the Common Stock or interests therein, (vi) purchases
  by a broker or dealer as principal and resale by such broker or dealer for its
  own account pursuant to this Prospectus, (vii) a block trade in which the
  broker or dealer so engaged will attempt to sell the Common Stock as agent and
  resell a portion of the block as principal to facilitate the transaction and
  (viii) an exchange distribution in accordance with the rules of such exchange
  or transactions in the over the counter market.  Such sales may be made at
  prices and at terms then prevailing or at prices related to the then current
  market price or at negotiated prices and terms.  In effecting sales, brokers or
  dealers may arrange for other brokers or dealers to participate.  The Selling
  Shareholders or permitted transferees and any underwriters, brokers, dealers or
  agents that participate in the distribution of the Common Stock may be deemed
  to be "underwriters" within the meaning of the Securities Act and any profit on
  the sale of the
  
                                        - 4 -
  7
  Common Stock by them and any discounts, commissions or concessions received by
  any such underwriters, brokers, dealers or agents may be deemed to be
  underwriting commissions or discounts under the Securities Act.
  
      The Company will pay all of the expenses incident to the offering and sale
  of the Common Stock to the public other than underwriting discounts or
  commissions, brokers' fees and the fees and expenses of any counsel to the
  Selling Shareholders related thereto.
  
                                   LEGAL MATTERS
  
      Certain legal matters in connection with the validity of the Common Stock
  offered hereby have been passed upon by Jackson & Walker, L.L.P., Dallas,
  Texas.
  
                                      EXPERTS
  
      The consolidated financial statements and related financial statement
  schedule of the Company appearing in the Company's Annual Report on Form 10-K
  for the year ended May 31, 1996, have been audited by KPMG Peat Marwick LLP,
  independent certified public accountants, as set forth in their report thereon,
  included therein and incorporated herein by reference.  Such consolidated
  financial statements are, and audited financial statements to be included in
  subsequently filed documents will be, incorporated herein in reliance upon the
  reports of KPMG Peat Marwick LLP pertaining to such financial statements (to
  the extent covered by consents filed with the Commission) given upon the
  authority of such firm as experts in accounting and auditing.
  
                                  INDEMNIFICATION
  
      The Company's Restated Articles of Incorporation (the "Charter") provide
  that, to the fullest extent permitted by Texas law, directors and former
  directors of the Company will not be liable to the Company or its shareholders
  for monetary damages for breach of fiduciary duty as director.  Texas law does
  not currently authorize the elimination or limitation of the liability of a
  director to the extent the director is found liable for (i) any breach of the
  director's duty of loyalty to the Company or its shareholders, (ii) acts or
  omissions not in good faith that constitute a breach of duty of the director of
  the Company or which involve intentional misconduct or a knowing violation of
  law, (iii) transactions from which the director received an improper benefit,
  whether or not the benefit resulted from an action taken within the scope of
  the director's office or (iv) acts or omissions for which the liability of a
  director is expressly provided by law.
  
      The Charter and the Amended and Restated Bylaws of the Company grant
  mandatory indemnification to directors and officers of the Company to the
  fullest extent authorized under the Texas Business Corporation Act.  In
  general, a Texas corporation may indemnify a director or officer who was, is or
  is threatened to be made a named defendant or respondent in a
  
                                       - 5 -
  8
  proceeding by virtue of his position in the corporation if he acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the
  best interests of the corporation, and, in the case of criminal proceedings,
  had no reasonable cause to believe his conduct was unlawful.  A Texas
  corporation may indemnify a director or officer in an action brought by or in
  the right of the corporation only if such director or officer was not found
  liable to the corporation, unless or only to the extent that a court finds him
  to be fairly and reasonably entitled to indemnify for such expenses as the
  court deems proper.
  
      The Company has entered into Indemnity Agreements with Messrs. Teeter,
  Dawson, Reynolds, Carney, Holland, Fallon, Hunt and McDonald.  Pursuant to such
  agreements, the Company will, to the extent permitted by applicable law,
  indemnify such persons against all expenses, judgments, fines and penalties
  incurred in connection with the defense or settlement of any actions brought
  against them by reason of the fact that they were directors or officers of the
  Company or assumed certain responsibilities at the direction of the Company.
  
                                       - 6 -
  9
  
  No dealer, salesman or other person has been authorized to give any information
  or to make any representation not contained in this Prospectus in connection
  with the offering made hereby.  If given or made, such information or
  representation must not be relied upon as having been authorized by the
  Company.  Neither the delivery of this Prospectus nor any sale made hereunder
  shall under any circumstances create any implication that the information
  contained herein is correct as of any time subsequent to the date hereof.  This
  Prospectus does not constitute an offer to sell or a solicitation of an offer
  to buy any securities in any jurisdiction to any person to whom it would be
  unlawful to make such an offer or solicitation in such jurisdiction.
  
                            --------------------------
  
                                 TABLE OF CONTENTS
  PAGE
  Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
  Incorporation of Certain Documents
     by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
  Selling Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
  Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
  Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
  Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
  1,180,000 SHARES
  
                           AMERICAN HOMESTAR CORPORATION
  
                                    COMMON STOCK
  
                            --------------------------
  
                                     PROSPECTUS
  
                            --------------------------
  
                                  January 24, 1997
  10
      On October 11, 1996, the Shareholders of American Homestar Corporation (the
  "Company") approved an amendment to the Company's 1994 Stock Compensation Plan
  (the "Plan").  Among other changes, the amendment increased the maximum number
  of shares of the Company's common stock, par value $0.05 per share (the "Common
  Stock") reserved for issuance under the Plan by 450,000 shares.  This
  Registration Statement on Form S-8 relates to the additional shares of Common
  Stock issuable pursuant to provisions of the Plan as a result of the amendment.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 8.  EXHIBITS.
  
      The following is a list of all exhibits filed as a part of this
  Registration Statement on Form S-8, including those incorporated herein by
  reference.
  Exhibit No.              Description of Exhibit
      -----------              ----------------------
  5 .1      Opinion of Jackson & Walker, L.L.P.(1)
  
         23.1      Consent of Jackson & Walker, L.L.P.(2)
  
         23.2      Consent of KPMG Peat Marwick LLP.(1)
  
         24.1      Power of Attorney.(3)
  
         99.1      American Homestar Corporation 1994 Amended and Restated Stock
                   Compensation Plan.(4)
  ---------------
  
  (1)      Filed herewith.
  
  (2)      Included in the opinion of Jackson & Walker, L.L.P., filed herewith.
  
  (3)      Appearing on page II-2 of this Registration Statement.
  
  (4)      Previously filed as an exhibit to the Proxy Statement dated October
           11, 1996.
  
                                        II-1
  11
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8 and has duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Arlington, State of
  Texas, on the 24th day of January, 1997.
  
                                                 AMERICAN HOMESTAR CORPORATION
  
                                                 By /s/Laurence A. Dawson
                                                    ---------------------------
                                                    Laurence A. Dawson, President
                                                    (Principal Executive Officer)
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below constitutes and appoints
  each of Laurence A. Dawson and Finis F. Teeter as his true and lawful
  attorney-in-fact and agent, each acting alone, with full powers of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities, to sign any or all amendments (including post-effective
  amendments) to this Registration Statement and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto such attorneys-in-fact and
  agents, each acting alone, full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he might do in person, hereby
  ratifying and confirming all that such attorneys-in-fact and agents, each
  acting alone, or his substitute or substitutes, may lawfully do or cause to be
  done by virtue hereof.
  
                                        II-2
  12
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities and on the date indicated.
  Signatures                                       Title                                Date
         ----------                                       -----                                ----
  Chairman of the Board and
                                                Co-Chief Executive Officer
        /s/Finis F. Teeter                    (Principal Executive Officer)              January 24, 1997
   ------------------------------                                                                        
           Finis F. Teeter
                                                                                                           
                                          President, Co-Chief Executive Officer                            
                                                       and Director                                        
    /s/Laurence A. Dawson, Jr.                (Principal Executive Officer)              January 24, 1997  
   ---------------------------
       Laurence A. Dawson, Jr.
  
                                             Executive Vice President, Chief
                                                   Financial Officer,
                                                  Secretary and Director
      /s/Craig A. Reynolds                 (Principal Financial and Accounting           January 24, 1997
   -----------------------------                        Officer)                                                     
         Craig A. Reynolds                                    
  
                                                                                
                                                                                                         
      /s/Jackie H. Holland                Vice President, Treasurer and Director         January 24, 1997
   ------------------------------
         Jackie H. Holland
  
                                                                                                         
      /s/Charles N. Carney                     Vice President and Director               January 24, 1997
   -----------------------------
         Charles N. Carney
  
                                                                                                         
        /s/James J. Fallon                     Vice President and Director               January 24, 1997
   -------------------------------
           James J. Fallon
  
       /s/William O. Hunt                                Director                        January 24, 1997
   -----------------------------                                                                         
          William O. Hunt
  
                                                         Director                        January 24, 1997
   ----------------------------                                                                          
         Jack L. McDonald
  II-3
  13
                                 INDEX TO EXHIBITS
  Exhibit
  Number           Description of Exhibit
  ------           ----------------------
  5.1              Opinion of Jackson & Walker, L.L.P.(1)
  
  23.1             Consent of Jackson & Walker, L.L.P.(2)
  
  23.2             Consent of KPMG Peat Marwick LLP.(1)
  
  24.1             Power of Attorney.(3)
  
  99.1             American Homestar Corporation 1994 Amended and Restated
                   Stock Compensation Plan.(4)
  --------------
  
  (1)      Filed herewith.
  
  (2)      Included in the opinion of Jackson & Walker, L.L.P., filed herewith.
  
  (3)      Appearing on page II-2 of this Registration Statement.
  
  (4)      Previously filed as an exhibit to the Proxy Statement dated October 11,
           1996.
  
                                        II-4