EXHIBIT 2
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                             ARTICLES OF AMENDMENT
                                      OF
                           OAKWOOD HOMES CORPORATION

     Pursuant to (S)55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following Articles of Amendment for
the purpose of amending its Restated Articles of Incorporation.

1.   The name of the corporation is Oakwood Homes Corporation.

2.   The following amendment to the Restated Articles of Incorporation of the
     Corporation was duly adopted on June 8, 2001:

     The Restated Articles of Incorporation of the Corporation, as heretofore
     restated and amended, are amended by adding the following paragraph at the
     end of Article 4:

          "Each five shares of the Corporation's Common Stock issued and
          outstanding at 11:59 p.m. on June 18, 2001, the effective time of a
          reverse stock split (the "Split Effective Time"), shall be
          automatically changed and reclassified, as of the Split Effective Time
          and without further action, into one (1) fully paid and nonassessable
          share of the Corporation's Common Stock; provided, however, that any
          fractional interest resulting from such change and reclassification
          shall be rounded upward to the nearest whole share. Share interests
          due to rounding are given solely to save expense and inconvenience of
          issuing fractional shares and do not represent separately bargained
          for consideration."

3.   The reclassification of the Corporation's Common Stock pursuant to the
     amendment will be effected in the following manner:

     Beginning at the Split Effective Time, each certificate (a "Pre-split
     Certificate") representing outstanding shares of the Corporation's Common
     Stock immediately prior to the Split Effective Time will be deemed for all
     corporate purposes to evidence ownership of the number of shares of the
     Corporation's Common Stock into which such shares have been reclassified
     pursuant to this amendment ("Post-split Shares").  Promptly after the Split
     Effective Time, the Corporation shall cause its transfer agent (the
     "Exchange Agent") to mail to each holder of record of a Pre-split
     Certificate a letter of transmittal (which shall be in such form and have
     such other provisions as the Corporation may reasonably specify) and
     instructions for use in effecting the surrender of such Pre-split
     Certificates in exchange for a certificate representing the number of Post-
     split Shares into which the shares represented by such Pre-split
     Certificate shall have been reclassified (a "Post-split Certificate"). Upon
     surrender of a Pre-split Certificate to the Exchange Agent, together with
     such letter of transmittal, duly completed and validly executed in
     accordance with the instructions thereto, and such other documents as may
     be required


     pursuant to such instructions, the holder of such Pre-split Certificate
     shall be entitled to receive in exchange therefor a Post-split Certificate
     as provided herein, and the Pre-split Certificate so surrendered shall
     forthwith be canceled.

4.   The amendment was approved by shareholder action, and such shareholder
     approval was obtained as required by Chapter 55 of the North Carolina
     General Statutes.


This the  13  day of June, 2001
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                                             OAKWOOD HOMES CORPORATION


                                             By: /s/ Suzanne H. Wood
                                                --------------------
                                                Suzanne H. Wood
                                                Executive Vice President and
                                                Chief Financial Officer