content: <PAGE>   1
  
  As filed with the Securities and Exchange Commission on September 26, 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
             REPLACEMENT INCENTIVE STOCK OPTION AGREEMENT--JOAN VICKERY
              REPLACEMENT INCENTIVE STOCK OPTION AGREEMENT--JIMMY TYRA
             REPLACEMENT INCENTIVE STOCK OPTION AGREEMENT--VERNON BERRY
             REPLACEMENT INCENTIVE STOCK OPTION AGREEMENT--MIKE TERRIAN
                             (Full title of the Plans)
  
                                 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            Registration Fee
  ============================================================================================================
   <S>                     <C>                       <C>                  <C>                <C>
   Common Stock,            823 shares                $9.11                $7,587.53               $2.30
   par value $.05          2,058 shares               $9.11                $18,748.38              $5.68
   per share               2,058 shares               $9.11                $18,748.38              $5.68
                           8,232 shares              $12.15               $100,018.80              $30.31
                                                                                             Total:$43.97
  ============================================================================================================
  </TABLE>
  
  (1)   Computed pursuant to Rule 457 for the purpose of calculating the
        registration fee, based upon the price at which the options may be
        exercised.
  <PAGE>   2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3. INCORPORATION 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, 1997 (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
  
                   (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).
  
  
  ITEM 4.  DESCRIPTION OF SECURITIES. Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS.  Not applicable.
  
  
  
  
  
                                        II-2
  <PAGE>   3
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.  The Company's Restated
  Articles of Incorporation (the "Charter") provides that, to the fullest extent
  permitted by the Texas Business Corporation Act (the "TBCA"), 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.  In addition, the Company's Charter
  provides that if the TBCA is amended to authorize the further elimination  or
  limitation of the liability of a director, then the liability of the directors
  will be eliminated or limited to the fullest extent permitted by the TBCA, as
  amended.
  
           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 TBCA.  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 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.
  The form of indemnity agreements offer substantially the same scope of coverage
  afforded by provisions in the Company's Charter and Amended and Restated
  Bylaws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.
  
  
  
  
  
                                        II-3
  <PAGE>   4
  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
  
         4 .1      Restated Articles of Incorporation. (1)
  
         4 .2      Amended and Restated Bylaws. (1)
  
         4 .3      Replacement Incentive Option Agreement, dated June 5, 1997, by
                   and between American Homestar Corporation and Joan Vickery.
                   (2)
  
         4 .4      Replacement Incentive Option Agreement dated June 5, 1997, by
                   and between American Homestar Corporation and Jimmy Tyra.(2)
  
         4 .5      Replacement Incentive Option Agreement dated June 5, 1997, by
                   and between American Homestar Corporation and Vernon Berry.(2)
  
         4 .6      Replacement Incentive Option Agreement dated June 5, 1997, by
                   and between American Homestar Corporation and Mike Terrian.
                   (2)
  
         5 .1      Opinion of Jackson Walker L.L.P.(2)
  
         23.1      Consent of Jackson Walker L.L.P.(3)
  
         23.2      Consent of KPMG Peat Marwick LLP.(2)
  
         24.1      Power of Attorney.(4)
  
  
  
  --------------
  (1)      Previously filed as an exhibit to the Company's registration statement
           on Form S-1 (No. 33-78630) and incorporated by reference.
  
  (2)      Filed herewith.
  
  (3)      Included in the opinion of Jackson Walker L.L.P., filed herewith.
  
  (4)      Appearing on the signature page of this registration statement.
  
  
  
  
  
                                        II-4
  <PAGE>   5
     ITEM 9.  UNDERTAKINGS.
  
              (a)  The Company 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;
  
                            (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 a 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 this Registration Statement or any material change to such
                   information in this Registration Statement;
  
                   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
           not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the Company pursuant to Section 13 or Section 15(d)
           of the Exchange Act that are incorporated by reference in this
           Registration Statement.
  
           (b)     The undersigned registrant hereby undertakes that, for
  purposes of determining liability under the Securities Act of 1933, each filing
  of the registrant's annual report pursuant to section 13(a) or section 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)     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  
  
  
  
  
                                        II-5
  <PAGE>   6
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in successful defense of any action suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, 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 its is against public policy as expressed in the Act
  and will be governed by the final adjudication of such issue.
  
  
  
  
  
                                        II-6
  <PAGE>   7
                                 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.
  
  
  
                                     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 26th day of September, 1997.
  
  
                                      AMERICAN HOMESTAR CORPORATION
  
  
  
                                      By /s/ LAURENCE A. DAWSON, JR.   
                                        -----------------------------------------
                                         Laurence A. Dawson, Jr.
                                         President and Co-Chief Executive Officer
  
  
  
  
  
  
                                        II-7
  <PAGE>   8
           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 indicated and on September 26, 1997.
  
  
  
  <TABLE>
  <CAPTION>
                   Signatures                                                 Title
                   ----------                                                 -----
  <S>                                                  <C>
                                                                                                              
   /s/ FINIS F. TEETER                                                Chairman of the Board,                  
  ------------------------------------------------           Co-Chief Executive Officer and Director          
  Finis F. Teeter                                                 (Principal Executive Officer)               
                                                                                                              
                                                                                                              
   /s/ LAURENCE A. DAWSON, JR.                          President, Co-Chief Executive Officer and Director    
  ------------------------------------------------                (Principal Executive Officer)               
  Laurence A. Dawson, Jr.                                                                                     
                                                                                                              
                                                                                                              
                                                                                                              
   /s/ CRAIG A. REYNOLDS                                 Executive Vice President, Chief Financial Officer,     
  ------------------------------------------------                    Secretary and Director                  
  Craig A. Reynolds                                        (Principal Financial and Accounting Officer)       
                                                                                                              
                                                                                                              
                                                                                                              
   /s/ JACKIE H. HOLLAND                                      Vice President, Treasurer and Director                 
  ------------------------------------------------                                                            
  Jackie H. Holland                                                                                           
  
                                                                                              
   /s/ CHARLES N. CARNEY                                           Vice President and Director
  ------------------------------------------------
  Charles N. Carney
  
  
                                                                                              
   /s/ JAMES J. FALLON                                             Vice President and Director
  ------------------------------------------------
  James J. Fallon
  
   /s/ WILLIAM O. HUNT                                                       Director
  ------------------------------------------------                                   
  William O. Hunt
  
  
   /s/ JACK L. MCDONALD                                                      Director
  ------------------------------------------------                                   
  Jack L. McDonald
  </TABLE>
  
  
  
  
  
                                        II-8
  <PAGE>   9
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number           Description of Exhibit
  ------           ----------------------
  <S>              <C>
  4.1              Restated Articles of Incorporation.(1)
  
  4.2              Amended and Restated Bylaws.(1)
  
  4.3              Replacement Incentive Option Agreement dated June 5, 1997, by and between American Homestar Corporation
                   and Joan Vickery.(2)
  
  4.4              Replacement Incentive Option Agreement dated June 5, 1997, by and between American Homestar Corporation
                   and Jimmy Tyra.(2)
  
  4.5              Replacement Incentive Option Agreement dated June 5, 1997, by and between American Homestar Corporation
                   and Vernon Berry.(2)
  
  4.6              Replacement Incentive Option Agreement dated June 5, 1997, by and between American Homestar Corporation
                   and Mike Terrian.(2)
  
  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.(4)
  </TABLE>
  
  
  --------------
  (1)      Previously filed as an exhibit to the Company's registration statement
           on Form S-1 (No. 33-78630) and incorporated by reference.
  
  (2)      Filed herewith.
  
  (3)      Included in the opinion of Jackson Walker L.L.P., filed herewith.
  
  (4)      Appearing on the signature page of this Registration Statement.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22564}]
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": "333-36495", "film-number": "97686351"}, "business-address": {"street1": "2450 S 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 September 26, 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
             REPLACEMENT INCENTIVE STOCK OPTION AGREEMENT--JOAN VICKERY
              REPLACEMENT INCENTIVE STOCK OPTION AGREEMENT--JIMMY TYRA
             REPLACEMENT INCENTIVE STOCK OPTION AGREEMENT--VERNON BERRY
             REPLACEMENT INCENTIVE STOCK OPTION AGREEMENT--MIKE TERRIAN
                             (Full title of the Plans)
  
                                 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            Registration Fee
  ============================================================================================================
  Common Stock,            823 shares                $9.11                $7,587.53               $2.30
   par value $.05          2,058 shares               $9.11                $18,748.38              $5.68
   per share               2,058 shares               $9.11                $18,748.38              $5.68
                           8,232 shares              $12.15               $100,018.80              $30.31
                                                                                             Total:$43.97
  ============================================================================================================
  (1)   Computed pursuant to Rule 457 for the purpose of calculating the
        registration fee, based upon the price at which the options may be
        exercised.
  2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION 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, 1997 (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
  
                   (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).
  
  ITEM 4.  DESCRIPTION OF SECURITIES. Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS.  Not applicable.
  
                                        II-2
  3
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.  The Company's Restated
  Articles of Incorporation (the "Charter") provides that, to the fullest extent
  permitted by the Texas Business Corporation Act (the "TBCA"), 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.  In addition, the Company's Charter
  provides that if the TBCA is amended to authorize the further elimination  or
  limitation of the liability of a director, then the liability of the directors
  will be eliminated or limited to the fullest extent permitted by the TBCA, as
  amended.
  
           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 TBCA.  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 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.
  The form of indemnity agreements offer substantially the same scope of coverage
  afforded by provisions in the Company's Charter and Amended and Restated
  Bylaws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.
  
                                        II-3
  4
  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
  
         4 .1      Restated Articles of Incorporation. (1)
  
         4 .2      Amended and Restated Bylaws. (1)
  
         4 .3      Replacement Incentive Option Agreement, dated June 5, 1997, by
                   and between American Homestar Corporation and Joan Vickery.
                   (2)
  
         4 .4      Replacement Incentive Option Agreement dated June 5, 1997, by
                   and between American Homestar Corporation and Jimmy Tyra.(2)
  
         4 .5      Replacement Incentive Option Agreement dated June 5, 1997, by
                   and between American Homestar Corporation and Vernon Berry.(2)
  
         4 .6      Replacement Incentive Option Agreement dated June 5, 1997, by
                   and between American Homestar Corporation and Mike Terrian.
                   (2)
  
         5 .1      Opinion of Jackson Walker L.L.P.(2)
  
         23.1      Consent of Jackson Walker L.L.P.(3)
  
         23.2      Consent of KPMG Peat Marwick LLP.(2)
  
         24.1      Power of Attorney.(4)
  
  --------------
  (1)      Previously filed as an exhibit to the Company's registration statement
           on Form S-1 (No. 33-78630) and incorporated by reference.
  
  (2)      Filed herewith.
  
  (3)      Included in the opinion of Jackson Walker L.L.P., filed herewith.
  
  (4)      Appearing on the signature page of this registration statement.
  
                                        II-4
  5
     ITEM 9.  UNDERTAKINGS.
  
              (a)  The Company 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;
  
                            (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 a 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 this Registration Statement or any material change to such
                   information in this Registration Statement;
  
                   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
           not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the Company pursuant to Section 13 or Section 15(d)
           of the Exchange Act that are incorporated by reference in this
           Registration Statement.
  
           (b)     The undersigned registrant hereby undertakes that, for
  purposes of determining liability under the Securities Act of 1933, each filing
  of the registrant's annual report pursuant to section 13(a) or section 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)     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  
                                        II-5
  6
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in successful defense of any action suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, 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 its is against public policy as expressed in the Act
  and will be governed by the final adjudication of such issue.
  
                                        II-6
  7
                                 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.
  
                                     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 26th day of September, 1997.
  
                                      AMERICAN HOMESTAR CORPORATION
  
                                      By /s/ LAURENCE A. DAWSON, JR.   
                                        -----------------------------------------
                                         Laurence A. Dawson, Jr.
                                         President and Co-Chief Executive Officer
  
                                        II-7
  8
           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 indicated and on September 26, 1997.
  Signatures                                                 Title
                   ----------                                                 -----
  /s/ FINIS F. TEETER                                                Chairman of the Board,                  
  ------------------------------------------------           Co-Chief Executive Officer and Director          
  Finis F. Teeter                                                 (Principal Executive Officer)               
                                                                                                              
                                                                                                              
   /s/ LAURENCE A. DAWSON, JR.                          President, Co-Chief Executive Officer and Director    
  ------------------------------------------------                (Principal Executive Officer)               
  Laurence A. Dawson, Jr.                                                                                     
                                                                                                              
                                                                                                              
                                                                                                              
   /s/ CRAIG A. REYNOLDS                                 Executive Vice President, Chief Financial Officer,     
  ------------------------------------------------                    Secretary and Director                  
  Craig A. Reynolds                                        (Principal Financial and Accounting Officer)       
                                                                                                              
                                                                                                              
                                                                                                              
   /s/ JACKIE H. HOLLAND                                      Vice President, Treasurer and Director                 
  ------------------------------------------------                                                            
  Jackie H. Holland                                                                                           
  
                                                                                              
   /s/ CHARLES N. CARNEY                                           Vice President and Director
  ------------------------------------------------
  Charles N. Carney
  
                                                                                              
   /s/ JAMES J. FALLON                                             Vice President and Director
  ------------------------------------------------
  James J. Fallon
  
   /s/ WILLIAM O. HUNT                                                       Director
  ------------------------------------------------                                   
  William O. Hunt
  
   /s/ JACK L. MCDONALD                                                      Director
  ------------------------------------------------                                   
  Jack L. McDonald
  II-8
  9
                                 INDEX TO EXHIBITS
  Exhibit
  Number           Description of Exhibit
  ------           ----------------------
  4.1              Restated Articles of Incorporation.(1)
  
  4.2              Amended and Restated Bylaws.(1)
  
  4.3              Replacement Incentive Option Agreement dated June 5, 1997, by and between American Homestar Corporation
                   and Joan Vickery.(2)
  
  4.4              Replacement Incentive Option Agreement dated June 5, 1997, by and between American Homestar Corporation
                   and Jimmy Tyra.(2)
  
  4.5              Replacement Incentive Option Agreement dated June 5, 1997, by and between American Homestar Corporation
                   and Vernon Berry.(2)
  
  4.6              Replacement Incentive Option Agreement dated June 5, 1997, by and between American Homestar Corporation
                   and Mike Terrian.(2)
  
  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.(4)
  --------------
  (1)      Previously filed as an exhibit to the Company's registration statement
           on Form S-1 (No. 33-78630) and incorporated by reference.
  
  (2)      Filed herewith.
  
  (3)      Included in the opinion of Jackson Walker L.L.P., filed herewith.
  
  (4)      Appearing on the signature page of this Registration Statement.