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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended March 26, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to
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Commission File Number 0-24268

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

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

15303 DALLAS PARKWAY, SUITE 800, ADDISON, TEXAS 75001
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (972)991-2422

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class)

Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The aggregate market value of the registrant's Common Stock held by
non-affiliates of the registrant as of May 15, 1999, was $ 198,260,313 based on
the closing price on that date of the Common Stock as quoted on the Nasdaq
National Stock Market.

As of May 15, 1999, 23,763,174 shares of the registrant's Common Stock
were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the year
ended March 26, 1999, are incorporated by reference in Parts II and IV.

Portions of the registrant's Proxy Statement relating to its Annual
Meeting of Shareholders to be held June 30, 1999 are incorporated by reference
in Part III.

This report contains forward looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including, without limitation,
those regarding the growth and financing strategies of Palm Harbor Homes, Inc.
(the "Company"), projections of revenues, income or other financial items, the
effective implementation of the Company's business or growth strategy, the
adequacy of the Company's capital resources and other statements regarding
trends relating to the manufactured home industry and various other items
involving known and unknown risks, uncertainties and other factors which may
cause the actual results, performance and achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include
political, economic or other factors such as inflation rates, recessionary or
expansive trends, taxes and regulations and laws affecting the business in each
of the Company's markets; demographic changes; competitive product, advertising,
promotional and pricing activity; raw material and labor costs and availability;
dependence on the rate of development and degree of acceptance of new product
introductions in the marketplace; relationships with customers or dealers; the
availability, terms and development of capital; changes in or failure to
identify or consummate successful acquisitions or to assimilate the operations
of any acquired businesses with those of the Company; the difficulty of
forecasting sales at certain times in certain markets; and government
regulation.

PART I.

ITEM 1. BUSINESS

GENERAL

Palm Harbor Homes, Inc. is one of the largest producers of
multi-section manufactured homes in the United States. The Company's operations
are vertically integrated and encompass manufacturing, marketing, financing and
insurance. At March 26, 1999, the Company operated 16 manufacturing facilities
that sell homes through retailers in 32 states including approximately 300
independent retail sales centers and 120 Company-owned superstores.

At March 26, 1999, the Company owned and operated 120 superstores in
Alabama, Arizona, Arkansas, Colorado, Florida, Georgia, Indiana, Kansas,
Kentucky, Louisiana, Nevada, New Mexico, North Carolina, Ohio, Oklahoma, Oregon,
South Carolina, Tennessee, Texas, Virginia, and Washington. With the opening of
29 superstores in fiscal 1999, the Company took significant steps in fiscal year
1999 toward its plan to increase sales through Company-owned superstores.

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

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

PRODUCTS

The Company manufactures a variety of single and multi-section homes
under various brand names including Palm Harbor, Masterpiece, Keystone, River
Bend and Windsor Homes. Palm Harbor offers over 150 floor plans and
approximately 85% of the homes produced by the Company are structurally or
decoratively customized to the home buyer's specifications. Although the Company
produces a wide retail price range of homes, the average retail price (excluding
land) of the Company's homes is approximately $55,000 and approximately 78% of
the Company's homes are multi-section.

A typical home built by the Company contains two to five bedrooms, a
living room, family room, dining room, kitchen, two or three bathrooms and
features central heating, a range, refrigerator, carpeting and drapes. In
addition, the Company offers optional amenities, including dishwashers, washers,
dryers, furniture packages and cabinets, as well as a wide range of colors,
moldings and finishes. The Company has also attempted to broaden its base of
potential customers by offering optional features associated with site-built
homes such as stone fireplaces, sky lights, vaulted ceilings and whirlpool
baths. The Company also offers a unique package of energy saving construction
features referred to as "EnerGmiser" which includes, among other things,
additional insulation to reduce heating and cooling costs, and which exceeds
statutorily-mandated energy efficiency levels.

The Company's homes are designed and copyrighted after extensive field
research and consumer feedback. The Company has developed engineering systems
which, through the use of computer - aided technology, permit customization of
homes and assist with product development and enhancement.

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MANUFACTURING OPERATIONS

The Company's homes are currently manufactured at 16 facilities located
in Alabama, Arizona, Florida, Georgia, North Carolina, Ohio, Oregon and Texas. A
typical Company manufacturing facility has approximately 100,000 square feet of
floor space, and employs approximately 240 associates.

The Company's facilities generally operate on a one shift per day, five
days per week basis, and the Company currently manufactures a typical home in
approximately three to five days. The Company's facilities have the capacity to
produce an aggregate of approximately 153 sections per day. The current rate of
production is 113 sections per day.

The following table sets forth the total sections produced and homes
sold, as well as the number of manufacturing facilities operated by the Company,
for the fiscal years indicated:

1995 1996 1997 1998 1999
------ ------ ------ ------ ------

Homes sold:
Single-section ............ 1,474 2,192 2,781 2,687 3,474
Multi-section ............. 8,723 9,983 11,092 11,547 12,154
------ ------ ------ ------ ------
Total homes sold ............. 10,197 12,175 13,873 14,144 15,628
====== ====== ====== ====== ======

Sections Produced ............ 19,163 22,049 24,545 26,014 27,380

Manufacturing facilities
(at end of fiscal year) ... 13 14 15 16 16

The Company's homes are constructed at the Company's manufacturing
facilities. Independent trucking companies transport finished homes to either
the retailer or the customer's site. Typically, independent installers are
responsible for placing the home on site, making utility hook-ups and, in
certain instances, providing installation and finish-out services. The Company
believes that its factory finish-out program, whereby Palm Harbor associates
perform installation and finish-out services, ensures that Palm Harbor quality
is applied to the entire process, lessens customer concerns, strengthens the
Company's relationship with its customers and provides the Company an advantage
over many of its competitors.

The Company's backlog of orders as of May 21, 1999 was approximately
$7.9 million, as compared to approximately $26.0 million as of May 29, 1998.
Since retailers may cancel orders prior to production without penalty, the
Company does not consider its order backlog to be firm orders; however, such
cancellations rarely occur. Because of the seasonality of the housing market,
the level of backlog generally declines during the winter months.

The principal materials used in the production of the Company's homes
include wood, wood products, gypsum wallboard, steel, fiberglass insulation,
carpet, vinyl, fasteners, appliances, electrical items, windows and doors. The
Company believes that the materials used in the production of its homes are
readily available at competitive prices from a wide variety of suppliers. Four
suppliers, which accounted for more than 5% of the Company's total purchases
during the Company's fiscal year ended March 26, 1999, represented approximately
9.4%, 7.3%, 5.8% and 5.3%, respectively, of total purchases during such fiscal
year. The Company does not believe that the loss of any single supplier would
have a material adverse effect on its business.

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RETAIL OPERATIONS

The Company's homes are sold through a distribution network consisting
of (i) superstores owned by the Company; and (ii) independent retailers. The
following table sets forth the number of homes sold by the Company through each
of these distribution channels, as well as the number of superstores and retail
sales centers in each channel, during the past three fiscal years:

March 28, March 27, March 26,
1997 1998 1999
--------- --------- ---------

Homes sold by retailers:
Company-owned.............. 5,211 7,696 10,776
Independent ............... 8,662 6,448 4,852
------ ------ ------
Total ..................... 13,873 14,144 15,628
====== ====== ======

Number of sales centers:

Company- owned ............ 54 94 120
Independent ............... 600 300 300
------ ------ ------
Total ..................... 654 394 420
====== ====== ======

The Company originally established wholly-owned superstores in 1992,
and currently has 120 superstores in Alabama, Colorado, Florida, Georgia,
Indiana, Louisiana, Nevada, New Mexico, North Carolina, Ohio, Oregon, South
Carolina, Texas and Washington. The Company plans to add 15 to 20 retail
superstores in fiscal 2000.

The Company's independent retailer network principally consists of
local retailers, developers that market land/home packages and developers of
retirement lifestyle communities. No single independent retailer accounted for
5% or more of the Company's net sales during fiscal 1999. The Company provides
comprehensive sales training to its retail sales associates and brings them to
the manufacturing facilities for product training and to view new product
designs as they are developed. These training seminars, known as "Palm Harbor
University," facilitate the sale of the Company's homes by increasing the skill
and knowledge of the retail sales consultants. In addition, the Company displays
its products in trade shows and supports its retailers through the distribution
of floor plan literature, brochures, decor boards, banners and videos.

The Company's five largest retailers (including Company-owned or
affiliated superstores) accounted for approximately 51% of net sales in fiscal
1999. The Company's independent retailer arrangements are terminable at will by
either party without penalty.

MARKETS SERVED

Management believes that the Company's broad geographic presence
lessens the impact of adverse economic trends specific to any one region, while
at the same time enabling the Company to capitalize on favorable regional
economic trends. During the fiscal year ended March 26, 1999, the percentage of
the Company's revenues by region was as follows:

PERCENTAGE OF
REGION PRIMARY STATES REVENUE BY REGION
- --------- ---------------------------------------------------------- -----------------

Southeast Florida, North Carolina, Alabama, Georgia, South Carolina, 42%
Mississippi, Tennessee, Virginia

Central Texas, Oklahoma, Louisiana, Arkansas, Kansas 32

West New Mexico, Arizona, Colorado, California, Oregon, 20
Washington, Idaho, Montana, Nevada, Utah

Midwest Ohio, Michigan, Indiana, Kentucky, West Virginia, Illinois 6
-----
100.0%
=====

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Manufactured housing is a regional business and the primary geographic
market for a typical manufacturing facility is within a 250-mile radius. Each of
the Company's manufacturing facilities typically serves 17 to 79 retailers, and
the facility sales staff maintains personal contact with each retailer, whether
Company-owned or independent. The Company's decentralized operations allow it to
be more responsive to retailers' concerns with respect to leadership in product
innovation, local home design and customer satisfaction.

CONSUMER FINANCING

Historically, the Company has facilitated retail sales of its homes by
maintaining relationships with conventional lenders. While the Company intends
to maintain its relationships with conventional lenders, it believes that the
ability to provide financing to its customers on competitive terms will not only
improve its responsiveness to the financing needs of prospective purchasers, but
will also provide an additional source of earnings for the Company. The Company
offers through CountryPlace a variety of financing options, including customary
retail installment sales contracts, land in lieu of down payment and land/home
financing to best suit the needs of its retail customers. Financing services by
CountryPlace are currently being offered through Company-owned superstores.

Loan applications originate at the superstore and are forwarded to
CountryPlace for final credit approval. CountryPlace then assigns the approved
loan contracts to one of three national consumer finance companies. CountryPlace
and the national consumer finance companies share on a predetermined basis the
interest income and losses resulting from the majority of the loans unless the
loan is also secured by the related land, whereby the national consumer finance
companies assume all losses.

Retail installment loans assigned by CountryPlace are serviced and
administered by the national consumer finance companies. CountryPlace's share of
the interest income is, in part, in consideration for the following services
provided by CountryPlace: (i) contract origination services, including the
training of retailers with respect to the loan evaluation process; (ii) receipt
and processing of the retail installment sale contracts; (iii) collection
assistance with delinquent accounts, upon the request of the finance company;
and (iv) repossession assistance.

RETAILER INVENTORY FINANCING

In accordance with manufactured housing industry practice,
substantially all retailers finance all or a portion of their purchases of
manufactured homes through wholesale "floor plan" financing arrangements. Under
a typical floor plan financing arrangement, a financial institution provides the
retailer with a loan for the purchase price of the home and maintains a security
interest in the home as collateral. The financial institution which provides
financing to the retailer customarily requires the Company to enter into a
separate repurchase agreement with the financial institution under which the
Company is obligated, upon default by the retailer and under certain other
circumstances, to repurchase the financed home at declining prices over the term
of the repurchase agreement (which generally ranges from 12 to 18 months). The
price at which the Company may be obligated to repurchase a home under these
agreements is based upon the Company's original invoice price plus certain
administrative and shipping expenses. The Company's obligation under these
repurchase agreements ceases upon the purchase of the home by the retail
customer.

The risk of loss under such repurchase agreements is mitigated by the
fact that (i) only 37% of the Company's homes are sold to independent retailers;
(ii) a majority of the homes sold by the Company to independent retailers are
pre-sold to specific retail customers; (iii) the Company monitors each
retailer's inventory position on a regular basis; (iv) sales of the Company's
manufactured homes are spread over a large number of retailers, (v) none of the
Company's independent retailers accounted for more than 5% of the Company's net
sales in fiscal 1999; (vi) the price the Company is obligated to pay declines
over time; and (vii) the Company is, in most cases, able to resell homes
repurchased from credit sources in the ordinary course of business without
incurring significant losses. The Company estimates that its potential
obligations under such repurchase agreements was approximately $ 65 million as
of March 26, 1999. During the fiscal years ended March 28, 1997, March 27, 1998
and March 26, 1999, net expenses (income) incurred by the Company under these
repurchase agreements totaled $55,000, ($13,000) and $ 29,000, respectively.

COMPETITION

The manufactured housing industry is highly competitive at both the
manufacturing and retail levels, with competition based upon several factors,
including price, product features, reputation for service and quality, depth of
field inventory, promotion, merchandising and the terms of retail customer
financing. In addition, manufactured homes compete with new and existing
site-built homes, as well as apartments, town houses and condominiums. The
Company does not view any of its competitors as being dominant in the industry,
although some of the Company's competitors possess substantially greater
financial (including captive retail financing), manufacturing, distribution and
marketing resources than the Company. While the Company believes mortgage and
personal property financing have generally become more available to the
manufactured housing industry in recent years, a contraction in consumer credit
could provide an advantage to those competitors with substantial capital
resources.

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GOVERNMENT REGULATION

The Company's manufactured homes are subject to a number of federal,
state and local laws, codes and regulations. Construction of manufactured
housing is governed by the National Manufactured Housing Construction and Safety
Standards Act of 1974, as amended (the "Home Construction Act"). In 1976, HUD
issued regulations under the Home Construction Act establishing comprehensive
national construction standards. The HUD regulations, known collectively as the
Federal Manufactured Home Construction and Safety Standards, cover all aspects
of manufactured home construction, including structural integrity, fire safety,
wind loads, thermal protection and ventilation. Such regulations preempt
conflicting state and local regulations on such matters, and are subject to
continual change. The Company's manufacturing facilities and the plans and
specifications of its manufactured homes have been approved by a HUD-certified
inspection agency. Further, an independent HUD-certified third-party inspector
regularly reviews the Company's manufactured homes for compliance with the HUD
regulations during construction. Failure to comply with applicable HUD
regulations could expose the Company to a wide variety of sanctions, including
mandated closings of Company manufacturing facilities. The Company believes its
manufactured homes meet or surpass all present HUD requirements.

Manufactured and site-built homes are all typically built with paneling
and other products that contain formaldehyde resins. Since February 1985, HUD
has regulated the allowable concentrations of formaldehyde in certain products
used in manufactured homes and requires manufacturers to warn purchasers as to
formaldehyde-associated risks. The Environmental Protection Agency (the "EPA")
and other governmental agencies have in the past evaluated the effects of
formaldehyde. The Company uses materials in its manufactured homes that meet HUD
standards for formaldehyde emissions and believes it otherwise complies with HUD
and other applicable government regulations in this regard.

The transportation of manufactured homes on highways is subject to
regulation by various federal, state and local authorities. Such regulations may
prescribe size and road use limitations and impose lower than normal speed
limits and various other requirements.

The Company's manufactured homes are subject to local zoning and
housing regulations. In certain cities and counties in areas where the Company's
homes are sold, local governmental ordinances and regulations have been enacted
which restrict the placement of manufactured homes on privately-owned land or
which require the placement of manufactured homes in manufactured home
communities. Such ordinances and regulations may adversely affect the Company's
ability to sell homes for installation in communities where they are in effect.
A number of states have adopted procedures governing the installation of
manufactured homes. Utility connections are subject to state and local
regulation, and must be complied with by the retailer or other person installing
the home.

The Company is subject to the Magnuson-Moss Warranty Federal Trade
Commission Improvement Act, which regulates the descriptions of warranties on
products. The description and substance of the Company's warranties are also
subject to a variety of state laws and regulations. A number of states require
manufactured home producers to post bonds to ensure the satisfaction of consumer
warranty claims.

A variety of laws affect the financing of manufactured homes by the
Company. The Federal Consumer Credit Protection Act (Truth-in-Lending) and
Regulation Z promulgated thereunder require written disclosure of information
relating to such financing, including the amount of the annual percentage rate
and the finance charge. The Federal Fair Credit Reporting Act also requires
certain disclosures to potential customers concerning credit information used as
a basis to deny credit. The Federal Equal Credit Opportunity Act and Regulation
B promulgated thereunder prohibit discrimination against any credit applicant
based on certain specified grounds. The Real Estate Settlement Procedures Act
and Regulation X promulgated thereunder require certain disclosures regarding
the nature and costs of real estate settlements. The Federal Trade Commission
has adopted or proposed various Trade Regulation Rules dealing with unfair
credit and collection practices and the preservation of consumers' claims and
defenses. Installment sales contracts eligible for inclusion in a Government
National Mortgage Association program are subject to the credit underwriting
requirements of the Federal Housing Association. A variety of state laws also
regulate the form of the installment sale contracts or financing documents and
the allowable deposits, finance charge and fees chargeable pursuant to
installment sale contracts or financing documents. The sale of insurance
products by the Company is subject to various state insurance laws and
regulations which govern allowable charges and other insurance practices.

The Company's operations are also subject to federal, state and local
laws and regulations relating to the generation, storage, handling, emission,
transportation and discharge of materials into the environment. Governmental
authorities have the power to enforce compliance with their regulations, and
violations may result in the payment of fines, the entry of injunctions or both.
The requirements of such laws and enforcement policies have generally become
more strict in recent years. Accordingly, the Company is unable to predict the
ultimate cost of compliance with environmental laws and enforcement policies.
See "Item 3. Legal Proceedings."

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ASSOCIATES

As of March 26, 1999, the Company had approximately 5,400 associates.
All of the Company's associates are non-union. The Company has not experienced
any labor-related work stoppages, and believes that its relationship with its
associates is good.

ITEM 2. PROPERTIES

The Company's homes are currently manufactured at 16 facilities in 8
states. The Company owns substantially all of its machinery and equipment. The
Company believes its facilities are adequately maintained and suitable for the
purposes for which they are used. The following table sets forth certain
information with respect to the Company's manufacturing facilities:

COMMENCEMENT APPROXIMATE
STATE CITY OF PRODUCTION OWNED/LEASED SQUARE FEET
----- ---- ------------- ------------ -----------

Alabama Boaz December 1986 Leased 97,683
January 1993 Leased 75,164

Arizona Tempe January 1978 Owned 103,500
Casa Grande July 1997 Owned 90,000

Florida Plant City September 1981 Owned 93,600
June 1985 Owned 87,200

Georgia LaGrange August 1996 Owned 200,000

North Carolina Albemarle January 1994 Owned 112,700
Siler City January 1988 Owned 91,200
July 1996 Leased 40,000

Ohio Sabina January 1988 Owned 85,000

Oregon Millersburg April 1995 Owned 168,650

Texas Austin January 1981 Owned 103,800
April 1992 Owned 77,000
Burleson June 1993 Owned 94,300
Fort Worth April 1993 Owned 121,300
Buda November 1994 Owned 88,275

In addition to its production facilities, the Company owns certain
properties upon which 23 of its retail superstores are located. The Company also
leases approximately 29,000 square feet of office space in Dallas, Texas as its
corporate headquarters. The Company's corporate headquarters lease expires in
2003.

ITEM 3. LEGAL PROCEEDINGS

Except as described below, the Company is currently not subject to any
pending or threatened litigation, other than routine litigation arising in the
ordinary course of business, none of which is expected to have a material
adverse effect on the business, financial condition or results of operations of
the Company.

In late 1992, the Company removed an underground storage tank formerly
used to store gasoline from the site of its Tempe, Arizona manufacturing
facility. The Company is currently working in cooperation with the Arizona
Department of Environmental Quality to assess and respond to gasoline related
hydrocarbons detected in soil and groundwater at this site. Under certain
circumstances, a state fund may be available to compensate responsible parties
for petroleum releases from underground storage tanks. The Company is evaluating
the extent of the corrective action that may be necessary. Site characterization
is complicated by virtue of the presence of contaminants associated with the
Indian Bend Wash Area Superfund Site described below. At this time, the Company
does not expect that the costs of any corrective action or assessments related
to the tank will have a material adverse effect on its results of operations or
financial condition.

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The Company's Tempe facility is partially located within a large area
that has been identified by the Environmental Protection Agency ("EPA") as the
Indian Bend Wash Area Superfund Site (the "Indian Bend Superfund Site"). Under
federal law, certain persons known as potentially responsible parties ("PRPs")
may be held strictly liable on a joint and several basis for all cleanup costs
and natural resource damages associated with the release of hazardous substances
from a facility. The average cost to clean up a site listed on the National
Priorities List is over $30 million. The Indian Bend Superfund Site is listed on
the National Priorities List. Groups of PRPs may include current owners and
operators of a facility, owners and operators of a facility at the time of
disposal of hazardous substances, transporters of hazardous substance and those
who arrange for the treatment or disposal of hazardous substances at a site. No
government agency, including the EPA, has indicated that the Company has been or
will be named as a PRP or that it is otherwise responsible for the contamination
present at the Indian Bend Superfund Site. In general, although no assurance can
be given as to the future actions of either the EPA or PRPs who may incur
cleanup costs related to this site, the Company does not believe that its
ownership of property partially located within the Indian Bend Superfund Site
will have a material adverse effect on its results of operations or financial
condition.

In 1994, the Company removed two underground storage tanks used to
store petroleum substances from property it owns in Georgia. The Company is
currently working in cooperation with the Georgia Department of Natural
Resources to assess and respond to petroleum related hydrocarbons detected in
soil and groundwater at this site, and to evaluate the extent of corrective
action that may be necessary. At this time, the Company does not expect that the
costs of future assessment and corrective action related to the tanks will have
a material adverse effect on its results of operations or financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during the fourth quarter of the fiscal year
covered by this Report to a vote of security holders, through the solicitation
of proxies or otherwise.

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PART II.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock has been traded on the Nasdaq National Stock
Market under the symbol PHHM since July 31, 1995, the date on which the Company
completed its initial public offering. The following table sets forth, for the
period indicated, the high and low sales information per share of the Common
Stock as reported on the Nasdaq National Stock Market.

FISCAL 1999 HIGH LOW
- ----------- ------ ------

First Quarter(1) ................................ $38.10 $27.20

Second Quarter .................................. 37.40 24.00

Third Quarter ................................... 27.63 19.00

Fourth Quarter .................................. 30.00 19.75

FISCAL 1998 HIGH LOW
- ----------- ------ ------

First Quarter(2) ................................ $26.40 $17.00

Second Quarter .................................. 30.00 24.80

Third Quarter ................................... 30.50 24.75

Fourth Quarter .................................. 38.38 27.50

- ---------
(1) On June 30, 1998, the Board of Directors of the Company declared a 5-4
stock split effected in the form of a 25% stock dividend to
shareholders of record on July 14, 1998. The stock dividend was paid on
July 28, 1998.

(2) On June 24, 1997, the Board of Directors of the Company declared a 5-4
stock split effected in the form of a 25% stock dividend to
shareholders of record on July 8, 1997. The stock dividend was paid on
July 21, 1997.

On May 15, 1999, the last reported sale price of the Company's Common
Stock on the Nasdaq National Market was $21.31. As of May 15, 1999, there were
approximately 1700 record holders of the Common Stock, and approximately 4100
holders of the Common Stock overall based on an estimate of the number of
individual participants represented by security position listings.

The Company has never paid cash dividends on its Common Stock. The
Board of Directors intends to retain any future earnings generated by the
Company to support operations and to finance expansion and does not intend to
pay cash dividends on the Common Stock for the foreseeable future. The payment
of cash dividends in the future will be at the discretion of the Board of
Directors and will depend upon factors such as the Company's earnings levels,
capital requirements, financial condition and other factors deemed relevant by
the Board of Directors. Future loan agreements may restrict or prohibit the
payment of dividends.

ITEM 6. SELECTED FINANCIAL DATA

Information with respect to this Item 6 is incorporated herein by
reference from page 11 of the Company's Annual Report to Shareholders for the
year ended March 26, 1999, such pages being filed as Exhibit 13.1 hereto.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Information with respect to this Item 7 is incorporated herein by
reference from pages 12 through 15 of the Company's Annual Report to
Shareholders for the year ended March 26, 1999, such pages being filed as
Exhibit 13.1 hereto.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company's financial statements for the year ended March 26, 1999
are listed in the accompanying Index to Consolidated Financial Statements at
page F-1 and are incorporated by reference from pages 16 through 29 of the
Company's Annual Report to Shareholders for the year ended March 26, 1999, such
pages being filed as Exhibit 13.1 hereto.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) Information with respect to the Company's Board of Directors and
executive officers is incorporated by reference from pages 2 through 6 of the
Company's definitive Proxy Statement filed with the Securities and Exchange
Commission on June 3, 1999 in connection with the Annual Meeting of Shareholders
to be held June 30, 1999.

(b) Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company pursuant to Rule 16a-3(e) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), during the
Company's most recent fiscal year and Form 5 and amendments thereto furnished to
the Company with respect to its most recent fiscal year, no person who, at any
time during the most recent fiscal year was a director, officer, beneficial
owner of more than 10% of any class of equity securities of the Company
registered pursuant to Section 12 of the Exchange Act, or any other person
subject to Section 16 of the Exchange Act failed to file on a timely basis,
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

Information with respect to executive compensation is incorporated by
reference from pages 7 through 9 of the Company's definitive Proxy Statement
filed June 3, 1999 in connection with the Annual Meeting of Shareholders to be
held June 30, 1999.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information with respect to security ownership of certain beneficial
owners and management is incorporated by reference from pages 4 and 5 of the
Company's definitive Proxy Statement filed June 3, 1999 in connection with the
Annual Meeting of Shareholders to be held June 30, 1999.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT, SCHEDULES AND REPORTS ON FORM 8-K

(a) (1) Financial Statements

The Company's financial statements for the year ended March
26, 1999 are listed in the accompanying Index to Consolidated Financial
Statements at page F-1 and are incorporated herein by reference from pages 16
through 29 of the Company's Annual Report to Shareholders for the year ended
March 26, 1999.

(2) Financial Statement Schedules
None

(3) Index to Exhibits

-9-
11

Exhibit
No. Description
------- -----------

2.1 Agreement and Plan of Merger, dated as of June 30, 1996, by
and among Palm Harbor Homes, Inc., Newco Homes, Inc., Scott W.
Chaney, Christopher M. Finke, Thomas B. Kesterson and Joseph
H. Kesterson (Incorporated by reference to Exhibit 2.1 to the
Registrant's Current Report on Form 8-K dated August 1, 1996
(File No. 0-24268)).

2.2 Amendment No. 1 to Agreement and Plan of Merger, dated August
1, 1996 (Incorporated by reference to Exhibit 2.2 to the
Registrant's Current Report on Form 8-K dated August 1, 1996
(File No. 0-24268)).

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

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

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

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

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

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

10.1 Associate Stock Purchase Plan (Incorporated by reference to
Exhibit 10.2 to the Registrant's Registration Statement on
Form S-1, No. 33-97676).

10.2 Form of Indemnification Agreement between the Company and each
of its directors and certain officers (Incorporated by
reference to Exhibit 10.4 to the Registrant's Registration
Statement on Form S-1, Registration No. 33-79164).

10.3 Compensation Agreement between the Company and Lee Posey
(Incorporated by reference to Exhibit 10.7 to the Registrant's
Registration Statement on Form S-1, Registration No.
33-79164).

10.4 Amendment to Compensation Agreement between the Company and
Lee Posey (Incorporated by reference to Exhibit 10.6 to the
Registrant's Registration Statement on Form S-1, No.
33-97676).

*10.5 Amended and Restated Compensation Agreement by and between the
Company and Lee Posey dated to be effective as of March 27,
1999.

*13.1 Selected pages of the Company's Annual Report to Shareholders
for the year ended March 26, 1999.

*21.1 List of Subsidiaries.

*23.1 Consent of Ernst & Young LLP.

24.1 Power of Attorney (included on the signature page of the
Report).

*27.1 Financial Data Schedule [Filed in electronic format only].

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

(b) None.
(c) See Item 14(a)(3) above.
(d) None.

-10-
12

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized on June 15, 1999.

PALM HARBOR HOMES, INC.

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

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

KNOW ALL MEN BY THESE PRESENTS, that the undersigned do hereby
constitute and appoint Lee Posey and Kelly Tacke, and each of them, each with
full power to act without the other, his true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments to the annual report on Form 10-K for the year ended March 26, 1999
of Palm Harbor Homes, Inc., and to file the same, with any and all exhibits
thereto, and all other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all of each of said
attorneys-in-fact and agents or any of them may lawfully do or cause to be done
by virtue thereof.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ LEE POSEY
- ---------------------------- Chairman of the Board and Director June 15, 1999
Lee Posey (Principal Executive Officer)

/s/ LARRY KEENER
- ---------------------------- Chief Executive Officer, President and June 15, 1999
Larry Keener Director

/s/ SCOTT W. CHANEY
- ---------------------------- Executive Vice President and Director June 15, 1999
Scott W. Chaney

/s/ KELLY TACKE
- ---------------------------- Vice President-Finance, Chief Financial June 15, 1999
Kelly Tacke Officer and Secretary (Principal
Financial and Accounting Officer)

/s/ WILLIAM R. THOMAS
- ---------------------------- Director June 15, 1999
William R. Thomas

/s/ WALTER D. ROSENBERG, JR.
- ---------------------------- Director June 15, 1999
Walter D. Rosenberg, Jr.

/s/ FREDERICK R. MEYER
- ---------------------------- Director June 15, 1999
Frederick R. Meyer

/s/ JOHN H. WILSON
- --------------------------- Director June 15, 1999
John H. Wilson

/s/ A. GARY SHILLING
- ---------------------------- Director June 15, 1999
A. Gary Shilling

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The following financial statements of the Company and its subsidiaries
required to be included in Item 14(a)(1) are listed below:

PALM HARBOR HOMES, INC. AND SUBSIDIARIES

Consolidated Financial Statements (incorporated by reference under Item 8 of
Part II from pages 11 through 29 of the Company's Annual Report to Shareholders
for the year ended March 26, 1999):

Consolidated Balance Sheets as of March 27, 1998 and March 26, 1999

Consolidated Statements of Income for the years ended March 28, 1997,
March 27, 1998 and March 26, 1999 Consolidated Statements of

Shareholders' Equity for the years ended
March 28, 1997, March 27, 1998 and March 26, 1999 Consolidated

Statements of Cash Flows for the years ended
March 28, 1997, March 27, 1998 and March 26, 1999

Notes to Consolidated Financial Statements

Report of Independent Auditors

F-1