SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                            CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                Date of Report (date of earliest event reported):
                                December 22, 2004

                          AMERICAN HOMESTAR CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                                      TEXAS
                 (State or Other Jurisdiction of Incorporation)

        000-24210                                        76-0070846
 (Commission File Number)                   (IRS Employer Identification Number)


                      2450 SOUTH SHORE BOULEVARD, SUITE 300
                            LEAGUE CITY, TEXAS 77573
              (Address of Principal Executive Offices and Zip Code)

                                 (281) 334-9700
              (Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[_]  Written  communications  pursuant  to Rule 425 under the Securities Act (17
     CFR  230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange  Act  (17  CFR  240.14d-2(b))

[_]  Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange  Act  (17  CFR  240.13e-  4(c))



Item 7.01. Regulation FD Disclosure.

     American Homestar Corporation (the "Company") issued a press release on
December 22, 2004, announcing that it has purchased 1,992,841 shares of its
Series "C" Common Stock, in a negotiated transaction, from one of its
shareholders for $1,255,489.83. The Company did not solicit the offer, and the
does not have a formal stock repurchase program currently in place. The Company
is furnishing the press release, attached as Exhibit 99.1, pursuant to Item 7.01
of Form 8-K. In accordance with General Instruction B.2. of Form 8-K, the
information presented under this Item 7.01, including Exhibit 99.1, shall not be
deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as
amended, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as expressly set forth by
specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

     Exhibit 99.1-Press Release dated December 22, 2004




                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

                                         AMERICAN  HOMESTAR  CORPORATION


Date: December 23, 2004                  By: /s/ Craig A. Reynolds
                                            -----------------------------
                                            Craig A. Reynolds
                                            Executive Vice President, Chief
                                            Financial Officer and Secretary