SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended September 30, 1997

                                       OR

[ ]   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 ________________

Commission file number 1-7444

                            OAKWOOD HOMES CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

        NORTH CAROLINA                                         56-0985879
- ------------------------------                        --------------------------
   (State of incorporation)                                 (I.R.S. Employer
                                                           Identification No.)

                  7800 McCloud Road, Greensboro, NC 27409-9634
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                    (Address of principal executive offices)

                Post Office Box 27081, Greensboro, NC 27425-7081
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                (Mailing address of principal executive offices)

Registrant's telephone number, including area code:  336/664-2400

Securities registered pursuant to Section 12(b) of the Act:

                                               Name of Each Exchange on
         Title of Each Class                       Which Registered
         -------------------                       ----------------

       Common Stock, Par Value               New York Stock Exchange, Inc.
           $.50 Per Share





Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, Par Value $.50 Per Share

         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 [ ] 

         The aggregate market value of shares of the Registrant's $.50 par value
Common Stock, its only outstanding class of voting stock, held by non-affiliates
as of December 12, 1997 was $1,361,086,176.

         The number of issued and outstanding shares of the Registrant's $.50
par value Common Stock, its only outstanding class of Common Stock, as of
December 12, 1997 was 46,415,258 shares.

         The indicated portions of the following documents are incorporated by
reference into the indicated parts of this Annual Report on Form 10-K:

                                        Parts Into Which
         Incorporated Documents           Incorporated
         ----------------------           ------------

Annual Report to Shareholders for         Parts I and II
  for the fiscal year ended
  September 30, 1997

Proxy Statement for Annual Meeting        Parts I and III
  of Shareholders to be held
  February 11, 1998

         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 the 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. [ ]





                                     PART II

ITEMS 5-8

         Items 5 and 7-8 are incorporated herein by reference to pages 13 to 36
of the Registrant's 1997 Annual Report to Shareholders and to the sections
captioned "Securities Exchange Listing" and "Shareholders" on the inside back
cover page of the Registrant's 1997 Annual Report to Shareholders. Item 6 is
incorporated herein by reference to the information captioned "Net sales,"
"Total revenues," "Net income," "Earnings per common share--Primary and Fully
diluted," "Total assets," "Notes and bonds payable" and "Cash dividends per
common share" for the five fiscal years ended September 30, 1997 on page 1 of
the Registrant's 1997 Annual Report to Shareholders.





                                   SIGNATURES

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

                                         OAKWOOD HOMES CORPORATION


                                         By:  /s/ C. Michael Kilbourne
                                            ----------------------------------
                                            Name:  C. Michael Kilbourne
                                            Title: Executive Vice President,
                                                   Chief Financial Officer and
                                                   and Assistant Secretary
Dated:  April 9, 1998