UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                                 Commission File Number: 0-24210

                          American Homestar Corporation
             (Exact name of registrant as specified in its charter)

                      2450 South Shore Boulevard, Suite 300
                            League City, Texas 77573
                                 (281) 334-9700
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

  Series M Common Stock, par value $.01; Series C Common Stock; par value $.01
            (Title of each class of securities covered by this Form)

                                      None
    (Titles of all other classes of securities for which a duty to file reports
                      under section 13(a) or 15(d) remains)

      Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

             Rule 12g-4(a)(1)(i)   [X]              Rule 12h-3(b)(1)(i)  [X]
             Rule 12g-4(a)(1)(ii)  [ ]              Rule 12h-3(b)(1)(ii) [ ]
             Rule 12g-4(a)(2)(i)   [ ]              Rule 12h-3(b)(2)(i)  [ ]
             Rule 12g-4(a)(2)(ii)  [ ]              Rule 12h-3(b)(2)(ii) [ ]
                                                    Rule 15d-6           [ ]

      Approximate number of holders of record as of the certification or notice
date: 231
      ---

      Pursuant to the requirements of the Securities Exchange Act of 1934,
American Homestar Corporation has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.

Date:  March 1, 2005          By:    /s/ Craig A. Reynolds
                                     -----------------------------------------
                                         Craig A. Reynolds

                                         Executive Vice President,

                                         Chief Financial Officer and Secretary