Reorganized Sale Okwd Inc – ‘S-4/A’ on 9/1/94

As of:  Thursday, 9/1/94   ·   Accession #:  950168-94-300   ·   File #:  33-55177

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Oakwood Homes Corporation S-4/A 89894.1              200    986K 
 2: EX-99       Exhibit 99.2                                           2±     7K 

S-4/A   —   Oakwood Homes Corporation S-4/A 89894.1
Document Table of Contents

S-4/A
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  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER   , 1994

                                                       REGISTRATION NO. 33-55177

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1 
TO

FORM S-4
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
OAKWOOD HOMES CORPORATION 
(Exact name of registrant as specified in its charter)

                                                                [Download Table]
                                                                                    
          NORTH CAROLINA                       5271                   56-0985879    
   (State or other jurisdiction    (Primary Standard Industrial    (I.R.S. Employer 
of incorporation or organization)  Classification Code Number)   Identification No.)

2225 S. HOLDEN ROAD 
(P.O. BOX 7386) 
GREENSBORO, N.C. 27417-0386 
910/855-2400
(Address, including zip code, and telephone number, including 
area code, of registrant's principal executive offices) 
C. MICHAEL KILBOURNE, VICE PRESIDENT
OAKWOOD HOMES CORPORATION 
POST OFFICE BOX 7386
GREENSBORO, N.C. 27417-0386 
910/855-2400
(Name, address, including zip code, and telephone number, including area code,
of agent for service) 
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:

                                                                [Download Table]
                                                                             
          MYLES E. STANDISH, ESQ.                  JOHN R. STAHR, ESQ.       
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.          LATHAM & WATKINS        
        NATIONSBANK CORPORATE CENTER                    SUITE 2000           
     100 NORTH TRYON STREET, SUITE 4200           650 TOWN CENTER DRIVE      
           CHARLOTTE, N.C. 28202            COSTA MESA, CALIFORNIA 92626-1918
                704/331-7400                           714/540-1235          

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
   If the only securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with 
General Instruction G, check the following box. ( )                             
CALCULATION OF REGISTRATION FEE 
[CAPTION]                                                                       

                                                        [Enlarge/Download Table]

     TITLE OF EACH CLASS                     PROPOSED MAXIMUM  PROPOSED MAXIMUM    AMOUNT OF  
       OF SECURITIES TO        AMOUNT TO BE   OFFERING PRICE   AGGREGATE OFFER-   REGISTRATION
        BE REGISTERED           REGISTERED       PER UNIT         ING PRICE           FEE     
                                                                                              
Common Stock,                                                                                 
  $.50 par value..............  699,992(1)      $25.00(2)        $17,499,800     $6,034.32(3) 


(1) Includes 87,116 shares issuable upon exercise of stock options. This        
 Registration Statement also applies to Rights under Oakwood's Shareholder
 Protection Rights Agreement which are attached to and tradeable only with
the shares of Common Stock registered hereby. No registration fees are  
required for such shares and such rights as they will be issued for no  
additional consideration.                                               
(2) Determined in accordance with Rule 457(f)(1) based upon the market value of 
    a share of Common Stock on August 17, 1994. Estimated solely for the purpose
of calculating the registration fee.                                    

(3) Previously paid.                                                            

  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF  
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME    
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), 
MAY DETERMINE.                                                                  

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CROSS-REFERENCE SHEET 

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            ITEM NUMBER AND FORM S-4 CAPTION                                  LOCATION IN PROSPECTUS                       
                                                                                                                           
 1. Forepart of Registration Statement and Outside                                                                         
    Front Cover Page of Prospectus..................  Facing Page of Registration Statement; Cross-reference sheet; Outside
                                                      front cover page of Prospectus                                       
 2. Inside Front and Outside Back Cover Page of                                                                            
    Prospectus......................................  Available Information; Incorporation of Certain Documents by         
                                                      Reference; Inside Front Cover Page of Prospectus; Table of Contents  
 3. Risk Factors, Ratio of Earnings to Fixed Charges                                                                       
    and Other Information...........................  Summary; The Companies; The Merger; Summary Consolidated Financial   
                                                      Information; Comparative Per Share Data; Book Value Per Share; Market
                                                      Value Information                                                    
 4. Terms of the Transactions.......................  The Merger; The Acquisition Agreement                                
 5. Pro Forma Financial Information.................  Not Applicable                                                       
 6. Material Contacts with the Company Being                                                                               
    Acquired........................................  Not Applicable                                                       
 7. Additional Information Required for Reoffering                                                                         
    by Persons and Parties Deemed to be                                                                                    
    Underwriters....................................  Not Applicable                                                       
 8. Interests of Named Experts and Counsel..........  Legal Matters; Experts                                               
 9. Disclosure of Commission Position on                                                                                   
    Indemnification for Securities Act                                                                                     
    Liabilities.....................................  Not Applicable                                                       
10. Information with Respect to S-3 Registrants.....  Not Applicable                                                       
11. Incorporation of Certain Documents by                                                                                  
    Reference.......................................  Incorporation of Certain Documents by Reference                      
12. Information with Respect to S-2 or S-3                                                                                 
    Registrants.....................................  Not Applicable                                                       
13. Incorporation of Certain Documents by                                                                                  
    Reference.......................................  Not Applicable                                                       
14. Information with Respect to Registrants                                                                                
    Other than S-3 or S-2 Registrants...............  Not Applicable                                                       
15. Information with Respect to S-3 Companies.......  Not Applicable                                                       
16. Information with Respect to S-2 or S-3                                                                                 
    Companies.......................................  Not Applicable                                                       
17. Information with Respect to Companies Other than                                                                       
    S-3 or S-2 Companies............................  Golden West                                                          
18. Information if Proxies, Consents or                                                                                    
    Authorizations are to be Solicited..............  Golden West Shareholders' Meeting; The Merger; Security Ownership of 
                                                      Certain Beneficial Owners of Golden West Capital Stock; Rights of    
                                                      Shareholders Electing to Exercise Their Right to Dissent;            
                                                      Incorporation By Reference                                           
19. Information if Proxies, Consents or                                                                                    
    Authorizations are not be solicited or in an                                                                           
    Exchange Offer..................................  Not Applicable                                                       

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GOLDEN WEST HOMES 
1801 EAST EDINGER, SUITE 240
SANTA ANA, CALIFORNIA 92705 

                                                               September 1, 1994

Dear Shareholder:                                                               

  You are cordially invited to attend a Special Meeting of Shareholders of
Golden West Homes ("Golden West") which will be held at 9:30 a.m., local time,  
on September 30, 1994, at the Pacific Club, 4110 MacArthur Blvd., Newport Beach,
California.                                                                     

   At the Special Meeting, holders of Golden West Common and Preferred Stock
will be asked to consider a proposal to approve and adopt an Acquisition        
Agreement dated as of August 17, 1994 (the "Acquisition Agreement"), among      
Oakwood Homes Corporation, a North Carolina corporation ("Oakwood"), Golden     
Acquisition Corporation, a California corporation and wholly-owned subsidiary of
Oakwood ("Oakwood Sub"), Golden West, the shareholders of Golden West who will  
receive Oakwood Common Stock, $.50 par value (Oakwood Common Stock) pursuant to 
the Acquisition Agreement (the "Golden West Continuing Shareholders") and First 
Union National Bank of North Carolina, as Escrow Agent, and the Agreement of    
Merger attached thereto as Exhibit A, providing for the merger of Oakwood Sub   
with and into Golden West, with Golden West as the surviving corporation and    
continuing as a wholly-owned subsidiary of Oakwood (the "Merger"). Under the    
Acquisition Agreement, each share of Golden West Common and Preferred Stock     
(other than shares, if any, held by shareholders who perfect their right to     
dissent under the California General Corporation Law (the "CGCL")) will be      
converted into the right to receive .231099373 of one share of Oakwood Common   
Stock, and each stock option right to purchase one share of Golden West Common  
Stock shall be converted into the right to purchase .231099373 of one share of  
Oakwood Common Stock and the option exercise price will be adjusted by dividing 
the current option exercise price by .231099373.                                

  Under the Acquisition Agreement, each Golden West Continuing Shareholder
will be required, for a period of one year from the effective time of the       
Merger, to indemnify Oakwood against any losses incurred by Oakwood as a result 
of the incorrectness or breach of any representation, warranty or covenant made 
by Golden West or the Golden West Continuing Shareholders in the Acquisition    
Agreement and which in the aggregate exceed $150,000. Each Golden West          
Continuing Shareholder will be obligated to place 10% of the shares of Oakwood  
Common Stock issued to such Shareholder in connection with the Merger in escrow 
which may be applied to satisfy such indemnification obligations. A condition to
closing the Merger requires that the holders of at least 85% of the capital     
stock of Golden West execute Acknowledgments, whereby such shareholders         
acknowledge the terms of the Acquisition Agreement, including the escrow and    
indemnification provisions contained therein, and agree to be bound thereby and 
attach thereto duly endorsed certificates for their shares of Golden West Common
and Preferred Stock. The Merger is intended to be tax free to Golden West's     
shareholders for federal income tax purposes to the extent of the shares that   
are exchanged solely for Oakwood Common Stock.                                  

    The proposed Merger is described more completely in the accompanying Proxy
Statement/Prospectus, the forepart of which includes a summary of the terms of  
the Merger and certain other information relating to the proposed transaction. I
urge you to review carefully the Proxy Statement/Prospectus and accompanying    
Annexes.                                                                        
     The Golden West Board of Directors has determined that the Merger is in the
best interests of Golden West and its shareholders. We are enthusiastic about   
the combination with Oakwood, which we believe carries distinct advantages for  
Golden West and its shareholders. Oakwood is a leading manufacturer and retailer
of manufactured homes, operating five manufacturing plants in North Carolina and
one plant in Texas (with plans to open two additional plants in Texas and one   
plant in Tennessee during 1994) and approximately 145 sales centers located     
principally in the southeastern and southwestern United States. Oakwood also    
develops, manages and sells manufactured housing communities and operates       
integrated finance and insurance subsidiaries.                                  
AFTER CAREFUL CONSIDERATION, YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY  
APPROVED THE MERGER AGREEMENT AND RELATED TRANSACTIONS AND UNANIMOUSLY          
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE MERGER AGREEMENT AND THE MATTERS       
PRESENTED AT THE SPECIAL MEETING.                                               
 I hope you will attend the Special Meeting. However, whether or not you
plan to attend the meeting, please complete, sign and date the accompanying     
proxy card and promptly return it in the enclosed prepaid envelope. If you are  
present at the meeting you may, if you wish, withdraw your proxy and vote in    
person.                                                                         
            Sincerely,
                       HARRY E. KARSTEN, JR.
                           Chairman of the Board and
                             Chief Executive Officer

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GOLDEN WEST HOMES 
1801 EAST EDINGER, SUITE 240
SANTA ANA, CALIFORNIA 92705 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 
TO BE HELD ON SEPTEMBER 30, 1994
TO THE SHAREHOLDERS OF GOLDEN WEST HOMES:                                       

     NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Special
Meeting") of Golden West Homes, a California corporation ("Golden West"), will  
be held on September 30, 1994, at the Pacific Club, 4110 MacArthur Blvd.,       
Newport Beach, California, commencing at 9:30 a.m., local time, to consider and 
vote upon the following matter:                                                 

        1. A proposal to approve and adopt an Acquisition Agreement dated as
of August 17, 1994 (the "Acquisition Agreement"), among Oakwood Homes 
   Corporation, a North Carolina corporation ("Oakwood"), Golden Acquisition
Corporation, a California corporation and wholly-owned subsidiary of  
   Oakwood ("Oakwood Sub"), Golden West, the shareholders of Golden West who
    will receive Oakwood Common Stock (as hereinafter defined) pursuant to the
     Acquisition Agreement (the "Golden West Continuing Shareholders") and First
   Union National Bank of North Carolina, as Escrow Agent, and the Agreement
of Merger attached thereto as Exhibit A, providing for the merger of  
  Oakwood Sub with and into Golden West, with Golden West as the surviving
 corporation and continuing as a wholly-owned subsidiary of Oakwood (the
"Merger"). Under the Acquisition Agreement, each share of Golden West 
     Common and Preferred Stock (other than shares, if any, held by shareholders
who perfect their dissenters' rights under the California General     
    Corporation Law) will be converted into the right to receive .231099373 of
one share of Common Stock of Oakwood, $.50 par value ("Oakwood Common 
   Stock"), and each stock option right to purchase one share of Golden West
  Common Stock shall be converted into the right to purchase .231099373 of
    one share of Oakwood Common Stock and the stock option exercise price will
be adjusted by dividing the option exercise price by .231099373.      

The Merger and other related matters are more fully described in the  
accompanying Proxy Statement/Prospectus, and annexes thereto, which form a part 
of this Notice.                                                                 
Approval of the Merger requires the affirmative vote of holders of a  
majority of the outstanding shares of Golden West Common Stock voting as a class
and the affirmative vote of holders of a majority of the outstanding shares of  
Golden West Preferred Stock voting as a class. Only shareholders of record at   
the close of business on August 19, 1994, the record date for the Special       
Meeting, are entitled to notice of and to vote at the Special Meeting and any   
adjournment or postponements thereof.                                           
Whether or not you plan to attend the Special Meeting, please fill in,
sign, date and return the enclosed form of proxy card promptly. A return        
envelope is enclosed for your convenience and requires no postage for mailing in
the United States.                                                              
            Sincerely,
                       HARRY E. KARSTEN, JR.
                       Chairman of the Board
                                 and Chief Executive Officer

September 1, 1994                                                               

YOUR VOTE IS IMPORTANT
    TO VOTE YOUR SHARES, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY AND
MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.                               

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PROSPECTUS
OAKWOOD HOMES CORPORATION 
699,992 SHARES
COMMON STOCK
$.50 PAR VALUE
PROXY STATEMENT 
GOLDEN WEST HOMES 

This Proxy Statement/Prospectus and the accompanying form of proxy are
being first furnished on or about September 1, 1994 in connection with the      
solicitation of proxies by the Board of Directors of Golden West Homes, a       
California corporation ("Golden West"), to be used at the Special Meeting of    
Shareholders of Golden West to be held on September 30, 1994 (the "Golden West  
Meeting"). At the Golden West Meeting, the holders of Golden West Common and    
Preferred Stock (the "Golden West Shareholders") will be asked to consider and  
vote upon a proposal to approve and adopt an Acquisition Agreement dated as of  
August 17, 1994 attached hereto as Annex I (the "Acquisition Agreement") and the
Agreement of Merger attached thereto as Exhibit A (the "Merger Agreement")      
(collectively, the "Agreement"), by and among Golden West, Oakwood Homes        
Corporation, a North Carolina corporation ("Oakwood"), Golden Acquisition       
Corporation, a California corporation ("Oakwood Sub"), the shareholders of      
Golden West who receive Oakwood Common Stock in the Merger (the "Golden West    
Continuing Shareholders") and First Union National Bank of North Carolina, as   
Escrow Agent. The Agreement provides for the merger of Oakwood Sub with and into
Golden West with Golden West as the surviving corporation and continuing as a   
wholly-owned subsidiary of Oakwood (the "Merger").                              

  Pursuant to the terms of the Acquisition Agreement, each share of Golden
West Common Stock ("Golden West Common Stock") and Preferred Stock ("Golden West
Preferred Stock") (collectively, "Golden West Capital Stock"), except for shares
as to which dissenters' rights have been perfected under the California General 
Corporation Law (the "CGCL"), outstanding as of the time the Merger is          
consummated (the "Effective Time") will be converted into the right to receive  
.231099373 of a share (the "Exchange Rate") of Oakwood Common Stock, $.50 par   
value ("Oakwood Common Stock"). Cash will be paid in lieu of the issuance of    
fractional shares of Oakwood Common Stock. Each Golden West Continuing          
Shareholder will be obligated to indemnify and hold harmless Oakwood, for a     
period of one year from the effective time of the Merger, against any losses    
that Oakwood or Golden West incurs as a result of the incorrectness or breach of
any representations, warranties or covenants of Golden West contained in the    
Acquisition Agreement which in the aggregate exceed $150,000. Ten percent of the
shares of Oakwood Common Stock issued in connection with the Merger to each     
Golden West Continuing Shareholder will be held in escrow and may be applied to 
satisfy the foregoing indemnification obligations. See "The Acquisition         
Agreement -- Indemnification" and "The Acquisition Agreement -- Representations 
and Warranties."                                                                

THE SECURITIES ISSUABLE PURSUANT TO THIS PROXY STATEMENT/PROSPECTUS HAVE NOT    
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR     
ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE      
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE       
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION       
TO THE CONTRARY IS A CRIMINAL OFFENSE.      

THIS PROXY STATEMENT/PROSPECTUS AND THE ACCOMPANYING FORM OF PROXY AND
ACKNOWLEDGMENT ARE FIRST BEING MAILED OR DELIVERED TO SHAREHOLDERS OF GOLDEN    
WEST ON OR ABOUT SEPTEMBER 1, 1994.                                             

THE DATE OF THIS PROXY STATEMENT/PROSPECTUS IS SEPTEMBER 1, 1994. 

(Cover continued on next page)

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(continued from previous page)                                                  

    In connection with the Merger, options to acquire Golden West Common Stock
("Golden West Options") will be converted into options to purchase a number of  
shares of Oakwood Common Stock equal to the number of shares of Golden West     
Common Stock covered by the Golden West Options multiplied by the Exchange Rate 
and the option price shall be correspondingly adjusted. See "The                
Merger -- Interests of Certain Persons in the Merger." A total of 612,876 shares
of Oakwood Common Stock will be issued in the Merger in exchange for Golden West
Capital Stock (subject to adjustment for payments in cash to dissenting Golden  
West Shareholders and payment of fractional shares) and 87,116 shares of Oakwood
Common Stock will be reserved for issuance upon exercise of Golden West Options.

 Oakwood Common Stock is traded on the New York Stock Exchange under the
symbol "OH." On August 31, 1994 the closing price of Oakwood Common Stock as    
reported on the New York Stock Exchange was $28 1/8. Oakwood has filed with the 
Securities and Exchange Commission (the "Commission") a Registration Statement  
(the "Registration Statement") on Form S-4 pursuant to the Securities Act of    
1933, as amended (the "Securities Act"), with respect to up to 699,992 shares of
Oakwood Common Stock issuable in connection with the Merger, of which this Proxy
Statement/Prospectus is a part and a reference to this document as a Proxy      
Statement/Prospectus shall also constitute a reference to it as a prospectus.   

ALL INFORMATION CONCERNING OAKWOOD CONTAINED IN THIS PROXY            
STATEMENT/PROSPECTUS HAS BEEN FURNISHED BY OAKWOOD AND ALL INFORMATION          
CONCERNING GOLDEN WEST PRIOR TO THE MERGER CONTAINED IN THIS PROXY              
STATEMENT/PROSPECTUS HAS BEEN FURNISHED BY GOLDEN WEST. THE INFORMATION         
CONTAINED HEREIN WITH RESPECT TO THE MERGER IS QUALIFIED BY REFERENCE TO THE    
ACQUISITION AGREEMENT AND THE MERGER AGREEMENT ATTACHED HERETO AND INCORPORATED 
HEREIN BY REFERENCE. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE 
ANY REPRESENTATION WITH RESPECT TO THE MATTERS DESCRIBED IN THIS PROXY          
STATEMENT/PROSPECTUS OTHER THAN THOSE CONTAINED HEREIN AND, IF GIVEN OR MADE,   
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN       
AUTHORIZED BY OAKWOOD, GOLDEN WEST OR ANY OTHER PERSON. THIS PROXY              
STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF 
AN OFFER TO BUY, ANY SECURITIES, OR THE SOLICITATION OF A PROXY, IN ANY         
JURISDICTION TO OR FROM ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH    
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROXY  
STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES MADE HEREUNDER      
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO   
CHANGE IN THE ASSETS, PROPERTIES OR AFFAIRS OF OAKWOOD OR GOLDEN WEST SINCE THE 
DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME  
SUBSEQUENT TO THE DATE HEREOF.                                                  

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AVAILABLE INFORMATION 
Oakwood is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance        
therewith files reports, proxy statements and other information with the        
Commission. Such reports, proxy statements and other information may be         
inspected and copied at the Public Reference Facilities maintained by the       
Commission at 450 Fifth Street. N.W., Washington, D.C. 20549 and at the         
Commission's regional offices at 75 Park Place, New York, New York 10007 and    
Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661.   
Copies of such materials may also be obtained from the Public Reference Section 
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at         
prescribed rates.                                                               
    Oakwood Common Stock is listed on the New York Stock Exchange and reports,
proxy statements and other information concerning Oakwood can be inspected at   
the office of the New York Stock Exchange, 20 Broad Street, New York, New York  
10005.                                                                          

This Proxy Statement/Prospectus constitutes a part of the Registration
Statement filed by Oakwood under the Securities Act, with respect to the shares 
of Oakwood Common Stock to be issued and upon exercise of options to purchase   
Oakwood Common Stock proposed to be issued in the Merger. As permitted by the   
rules issued by the Commission under the Securities Act, this Proxy             
Statement/Prospectus omits certain of the information contained in the          
Registration Statement, and reference is hereby made to the Registration        
Statement and to the exhibits relating thereto for further information with     
respect to Oakwood and Oakwood Common Stock. Any statements contained herein    
concerning the provisions of any document filed with the Commission are not     
necessarily complete, and each such statement is qualified by reference to the  
copy of such document filed with the Commission.                                

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 
   The following documents filed with the Commission are hereby incorporated
by reference in this Proxy Statement: (i) Oakwood's Annual Report on Form 10-K  
for the fiscal year ended September 30, 1993; (ii) Oakwood's Quarterly Reports  
on Form 10-Q for the quarters ended December 31, 1993, March 31, 1994 and June  
30, 1994; and (iii) the description of Oakwood's Common Stock contained in      
Oakwood's Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act (and any amendment or report filed for the purpose of updating the 
description).                                                                   
All documents filed by Oakwood pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Proxy                  
Statement/Prospectus and prior to the Golden West Meeting are deemed to be a    
part hereof from the date of filing of such documents. Any statement contained  
in the document incorporated or deemed to be incorporated herein by reference   
will be deemed to be modified or superseded for the purpose of this Proxy       
Statement/Prospectus to the extent that a statement contained herein or in any  
other subsequently filed document which is deemed to be incorporated herein by  
reference modifies or supersedes such statement. Any such statement so modified 
or superseded will not be deemed, except as so modified or superseded, to       
constitute a part of this Proxy Statement/Prospectus.                           

   THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS, OTHER THAN      
CERTAIN EXHIBITS TO SUCH DOCUMENTS, ARE AVAILABLE WITHOUT CHARGE UPON REQUEST   
MADE TO OAKWOOD HOMES CORPORATION, ATTENTION: CORPORATE SECRETARY, 2225 SOUTH   
HOLDEN ROAD, GREENSBORO, NORTH CAROLINA 27417 (TELEPHONE 910/855-2400). IN ORDER
TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE DELIVERED TO  
OAKWOOD BY SEPTEMBER 23, 1994.                                                  

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TABLE OF CONTENTS 

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                                                                                                                        PAGE
                                                                                                                            
AVAILABLE INFORMATION..................................................................................................   2 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................................................................   2 
SUMMARY OF PROXY STATEMENT/PROSPECTUS..................................................................................   5 
  Shareholder Approval.................................................................................................   5 
  The Companies........................................................................................................   5 
  Effect of the Merger; Consideration..................................................................................   6 
  Recommendations of the Boards of Directors...........................................................................   6 
  Effective Time of the Merger.........................................................................................   6 
  Indemnification and Escrow Arrangements..............................................................................   6 
  Approval and Conditions to Consummation of the Merger................................................................   7 
  Termination of the Acquisition Agreement; No Shop and Break-Up Fee Provisions........................................   7 
  Stock Options and Deferred Compensation..............................................................................   8 
  Transaction Costs....................................................................................................   8 
  Dissenters' Rights...................................................................................................   8 
  Federal Income Tax Consequences of the Merger........................................................................   9 
  Accounting Treatment.................................................................................................   9 
  Effects of Merger on Rights of Shareholders..........................................................................   9 
  Interests of Certain Persons in the Merger...........................................................................   9 
  Listing on the New York Stock Exchange...............................................................................   9 
  Market Value Information.............................................................................................   9 
SUMMARY CONSOLIDATED FINANCIAL INFORMATION.............................................................................  10 
  Oakwood Homes Corporation............................................................................................  10 
  Golden West Homes....................................................................................................  11 
COMPARATIVE PER SHARE DATA.............................................................................................  12 
GOLDEN WEST SHAREHOLDERS' MEETING......................................................................................  14 
  Meeting of Shareholders..............................................................................................  14 
  Purpose of Meeting...................................................................................................  14 
  Record Date: Voting Requirements at Meeting..........................................................................  14 
  Proxies..............................................................................................................  14 
THE MERGER.............................................................................................................  14 
  Background and Reasons for the Merger................................................................................  15 
  Accounting Treatment.................................................................................................  16 
  Operations After the Merger..........................................................................................  16 
  Interests of Certain Persons in the Merger...........................................................................  16 
THE ACQUISITION AGREEMENT..............................................................................................  17 
  The Merger...........................................................................................................  17 
  Effective Time of the Merger.........................................................................................  17 
  Consideration to be Received in the Merger...........................................................................  17 
  Surrender of Certificates............................................................................................  17 
  Certain Covenants of Golden West.....................................................................................  18 
  No-Shop Provisions...................................................................................................  18 
  Restrictions on Sales of Stock.......................................................................................  19 
  Certain Covenants of Oakwood.........................................................................................  19 
  Conditions to Consummation of the Merger.............................................................................  19 
  Indemnification......................................................................................................  20 
  Representations and Warranties.......................................................................................  21 
  Transaction Costs....................................................................................................  25 
  Amendment and Waiver.................................................................................................  26 
  Termination..........................................................................................................  26 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF GOLDEN WEST CAPITAL STOCK...........................................  27 
SELECTED CONSOLIDATED FINANCIAL INFORMATION OF GOLDEN WEST.............................................................  28 

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GOLDEN WEST...................  29 
  Overview.............................................................................................................  29 
  Results of Operations................................................................................................  30 
  Liquidity and Capital Resources......................................................................................  32 
  Quarterly Operating Results..........................................................................................  34 
BUSINESS OF GOLDEN WEST................................................................................................  35 
  General..............................................................................................................  35 
  History..............................................................................................................  35 
  Products.............................................................................................................  35 
  Manufacturing Operations.............................................................................................  36 
  Regional Markets.....................................................................................................  36 
  Sales and Marketing..................................................................................................  36 
  Warranty, Quality Control and Service................................................................................  37 
  Retailer Financing...................................................................................................  37 
  Employees............................................................................................................  37 
  Competition..........................................................................................................  38 
  Government Regulation................................................................................................  38 
  Home Buyer Financing.................................................................................................  39 
  Manufacturing Facilities.............................................................................................  40 
  Legal Proceedings....................................................................................................  40 
  Golden West Capital Stock............................................................................................  40 
COMPARATIVE RIGHTS OF SHAREHOLDERS.....................................................................................  41 
CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF MERGER......................................................................  43 
RIGHTS OF SHAREHOLDERS ELECTING TO EXERCISE THEIR RIGHT TO DISSENT.....................................................  44 
LEGAL MATTERS..........................................................................................................  45 
EXPERTS................................................................................................................  45 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS............................................................................. F-1 
ANNEX I                                                                                                                     
  Acquisition Agreement dated August 17, 1994 and all exhibits and schedules thereto                                        
ANNEX II                                                                                                                    
  Sections 1300-1312 of the California General Corporation Law                                                              

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SUMMARY OF PROXY STATEMENT/PROSPECTUS 

    THE FOLLOWING IS A SUMMARY OF INFORMATION CONTAINED ELSEWHERE IN THE PROXY
STATEMENT/PROSPECTUS. THIS SUMMARY DOES NOT CONTAIN A COMPLETE DESCRIPTION OF   
THE TERMS OF THE MERGER AND THE OTHER MATTERS SUMMARIZED HEREIN AND IS QUALIFIED
IN ITS ENTIRETY BY, AND IS SUBJECT TO, THE MORE DETAILED INFORMATION AND        
FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, CONTAINED ELSEWHERE IN       
REFERENCE TO THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES.                   

SHAREHOLDER APPROVAL                                                            

This Proxy Statement/Prospectus is being furnished to the Golden West 
Shareholders in connection with the solicitation of proxies by and on behalf of 
the Golden West Board of Directors for use at the Golden West Meeting to be held
at 9:30 a.m., on September 30, 1994 at the Pacific Club, 4110 MacArthur Blvd.,  
Newport Beach, California and any adjournments thereof. The close of business on
August 19, 1994 is the record date (the "Record Date") for determining the      
shareholders of Golden West entitled to vote at the Golden West Meeting. As of  
the Record Date, there were 1,287,000 outstanding shares of Golden West Common  
Stock and 1,105,000 outstanding shares of Golden West Preferred Stock, each     
holder of which is entitled to one vote per share with respect to each matter to
be voted on at the Golden West Meeting (Golden West Common and Preferred Stock  
being collectively referred to as "Golden West Capital Stock"). Holders of      
Golden West Common and Preferred Stock are entitled to vote separately as a     
class. This Proxy Statement/Prospectus and the enclosed proxy are first being   
sent to Golden West Shareholders on or about September 1, 1994.                 

 All proxies that are properly executed and received prior to the Golden
West Meeting will be voted in accordance with the instructions noted thereon.   
ANY PROXY THAT DOES NOT SPECIFY TO THE CONTRARY WILL BE VOTED IN FAVOR OF THE   
MERGER. Any Golden West Shareholder who submits a proxy will have the right to  
revoke it, at any time before it is voted, by filing with the Secretary of      
Golden West written notice of revocation or a duly executed later-dated proxy,  
or by attending the Golden West Meeting and voting such Golden West Common or   
Preferred Stock in person.                                                      
     At the Golden West Meeting, Golden West Shareholders will consider and vote
upon a proposal to approve and adopt the Acquisition Agreement and the Agreement
of Merger pursuant to which Oakwood Sub will be merged with and into Golden West
with Golden West being the surviving entity and continuing as a wholly-owned    
subsidiary of Oakwood. Approval and adoption of the Acquisition Agreement and   
Agreement of Merger requires the affirmative vote of a majority of the          
outstanding shares of Golden West Common and Preferred Stock, each voting as a  
class.                                                                          

Golden West Shareholders will be entitled to dissenters' rights with  
respect to the Merger as provided for in Section 1300, ET SEQ., of the CGCL,    
subject to satisfaction by such shareholder of the conditions for dissenters    
rights established by Section 1300. However, it is a condition to the closing of
the Merger that the holders of no more than 10% of the outstanding shares of    
Golden West Capital Stock assert their rights as a dissenter. See "The          
Merger -- Rights of Shareholders Electing to Exercise Their Rights to Dissent." 

     The directors and executive officers of Golden West beneficially own, as of
the Record Date, an aggregate of 1,580,800 shares of Golden West Common Stock or
approximately 96.51% of the outstanding Golden West Common Stock and an         
aggregate of 226,824 shares of Golden West Preferred Stock or approximately     
20.53% of the outstanding Golden West Preferred Stock.                          

     Holders of Oakwood Common Stock are not entitled to vote on the approval of
the Merger nor are they entitled to dissenters' rights with respect to the      
Merger. As of July 31, 1994, there were 20,467,847 shares of Oakwood Common     
Stock issued and outstanding.                                                   
THE COMPANIES                                                                   
OAKWOOD. Oakwood, which was founded in 1946, designs, manufactures and
markets single section and multi-section manufactured homes and finances the    
majority of its sales. Oakwood operates five manufacturing plants in North      
Carolina and one in Texas and expects to complete and begin production at two   
additional plants in Texas and one in Tennessee in 1994. Oakwood manufactured   
homes are sold exclusively at retail through approximately 145 sales centers    
located principally in the southeastern and southwestern United States. Oakwood 
also develops, manages and sells manufactured housing communities and earns     
commissions on homeowners and credit life insurance written for its customers.  
 Oakwood Homes Corporation's executive offices are located at 2225 South
Holden Road, Greensboro, North Carolina 27417-0386. Its telephone number is     
910/855-2400.                                                                   
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    GOLDEN WEST. Golden West Homes designs, manufactures and markets primarily
multi-section manufactured homes for sale in the western and southwestern       
regions of the United States. Golden West operates three factories that produce 
homes primarily for the Oregon, Washington and California markets. Golden West  
acquired a fourth factory in Colorado in March 1994, which is expected to start 
production in September 1994. Golden West manufactured homes are sold           
principally under eight brand names through approximately 170 independent       
retailers, of which approximately 80 retailers sell Golden West homes           
exclusively. Retailers include both manufactured home dealers and developers of 
manufactured home communities. In October 1993, Golden West formed a            
wholly-owned finance subsidiary, Golden Circle Financial Services ("Golden      
Circle Financial"), to finance the sale of Golden West's homes.                 
 Golden West Homes' principal executive offices are located at 1801 East
Edinger, Suite 240, Santa Ana, California 92705. Its telephone number is        
714/835-4200.                                                                   
EFFECT OF THE MERGER; CONSIDERATION                                             
   Upon consummation of the Merger, Oakwood Sub will be merged with and into
Golden West with Golden West being the surviving entity and continuing as a     
wholly-owned subsidiary of Oakwood. At the Effective Time, each share of Golden 
West Capital Stock issued and outstanding immediately prior to the Effective    
Time (other than dissenting shares, if any) will be converted into the right to 
receive .231099373 of a share of Oakwood Common Stock. See "The Acquisition     
Agreement -- The Merger" and "The Acquisition Agreement -- Consideration to be  
Received in the Merger."                                                        
RECOMMENDATIONS OF THE BOARDS OF DIRECTORS                                      
   The Oakwood and Golden West Boards of Directors have approved and adopted
the Acquisition Agreement and the Agreement of Merger and the Golden West Board 
of Directors has recommended that the Golden West Shareholders vote in favor of 
the Acquisition Agreement and the Agreement of Merger. See "The                 
Merger -- Background and Reasons for the Merger."                               
EFFECTIVE TIME OF THE MERGER                                                    

If the Merger is approved by the requisite vote of the Golden West    
Shareholders and the other conditions to the consummation of the Merger are     
satisfied or, where permissible, waived, the Merger will become effective at the
time the Agreement of Merger is duly filed with the Secretary of State of the   
State of California or at such a later time as may be specified in such         
Agreement (the "Effective Time"). It is anticipated that the Agreement of Merger
will be so filed as soon as practicable after the satisfaction or, where        
permissible, waiver of the conditions in the Acquisition Agreement. See "The    
Acquisition Agreement -- Effective Time of the Merger."                         

INDEMNIFICATION AND ESCROW ARRANGEMENTS                                         

Pursuant to the Acquisition Agreement, each Golden West Continuing    
Shareholder will indemnify Oakwood for a period of one year from the Effective  
Time against any losses that Oakwood or Golden West may suffer as a result of   
the incorrectness or breach of any representation, warranty or covenant         
contained in the Acquisition Agreement which in the aggregate exceed $150,000.  
Ten percent of the shares of Oakwood Common Stock issued to each Golden West    
Continuing Shareholder in connection with the Merger will be placed in escrow   
(the "Escrowed Shares") and may be applied to satisfy such indemnification      
obligations. Each Golden West Continuing Shareholder's indemnification          
obligation shall not exceed the fair market value as of the Effective Time of   
such shareholder's Escrowed Shares. If the Effective Time occurs on or before   
September 30, 1994, the Escrowed Shares will be released to the Golden West     
Shareholders upon the publication of Oakwood's audited consolidated financial   
statements for the year ended September 30, 1994, if not earlier applied to     
indemnify Oakwood. If the Effective Time occurs after September 30, 1994, the   
Escrowed Shares will be released upon the publication of Oakwood's consolidated 
financial statements for the quarter ending December 31, 1994, if not earlier   
applied to indemnify Oakwood. Either of such dates shall be referred to herein  
as the "Release Date." In certain circumstances, a portion of the Escrowed      
Shares may be retained by the Escrow Agent after the Release Date pending       
resolution or liquidation of certain claims. After the Release Date, the Golden 
West Shareholders will be responsible for indemnifying Oakwood for a breach of  
Golden West's representations, warranties and covenants in the Acquisition      
Agreement until one year following the Effective Time in an amount not to exceed
the fair market value at the Effective Time of the Escrowed Shares issued in the
name of such Shareholder. See "The Acquisition Agreement -- Indemnification" and
"The Acquisition Agreement -- Representations and Warranties."                  

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APPROVAL AND CONDITIONS TO CONSUMMATION OF THE MERGER                           
 The obligations of Oakwood and Golden West to consummate the Merger are
subject to the satisfaction or, where permissible, waiver of certain conditions 
set forth in the Acquisition Agreement, including, among others, obtaining the  
requisite approval of the Agreement by the Golden West Shareholders, the        
effectiveness of the Registration Statement and the absence of any stop order   
related thereto in effect or proceedings for such stop order, the receipt of    
opinions with respect to certain tax matters, the receipt of any required       
consents of governmental commissions, boards or other regulatory bodies required
in connection with the Merger and the approval for listing on the New York Stock
Exchange (subject to official notice of issuance) of the shares of Oakwood      
Common Stock issuable in connection with the Merger.                            

 The consummation of the Merger is also subject to the expiration of the
relevant waiting period under the Hart-Scott-Rodino Antitrust Improvements Act  
of 1976, as amended (the "HSR Act"). Oakwood and Golden West filed under the HSR
Act on August 22, 1994, and August 23, 1994, respectively, and the waiting      
period expires on September 21, 1994.                                           

The obligation of Golden West to consummate the Merger is subject to  
certain additional conditions, including the performance by Oakwood of its      
obligations under the Acquisition Agreement required to be performed by it at or
prior to the Effective Time; the accuracy of the representations and warranties 
of Oakwood contained in the Acquisition Agreement; the receipt of an opinion of 
counsel that the Merger will qualify as a tax-free reorganization and with      
respect to the federal income tax consequences of the Merger; the receipt of    
comfort letters from Price Waterhouse LLP with respect to certain financial     
statements of Oakwood incorporated by reference in the Registration Statement;  
and the absence of any material adverse change in the financial condition,      
business, operations or prospects of Oakwood from the date of the Acquisition   
Agreement through the Effective Time, other than any change that affects both   
Golden West and Oakwood in a substantially similar manner.                      

The obligation of Oakwood to consummate the Merger is also subject to 
certain additional conditions, including the performance by Golden West of its  
obligations under the Acquisition Agreement required to be performed by it at or
prior to the Effective Time; the accuracy of the representations and warranties 
of Golden West contained in the Acquisition Agreement; completion of due        
diligence by Oakwood regarding the business and operations of Golden West and   
the results of such due diligence being satisfactory to Oakwood; the receipt by 
Oakwood of a letter from Price Waterhouse LLP to the effect that the            
transactions contemplated by the Acquisition Agreement may be treated by Oakwood
as a "pooling of interests" for accounting purposes; the receipt by Oakwood of  
comfort letters from Arthur Andersen & Co. with respect to the financial        
statements of Golden West contained in the Registration Statement; the absence  
of any material adverse change in the financial condition, business, operations 
or prospects of Golden West, other than any change that affects both Golden West
and Oakwood in a substantially similar manner; the receipt of approval of       
certain third parties with respect to certain material contracts of Golden West;
the conversion of certain account balances in the Golden West Deferred          
Compensation Plan into shares of Golden West Common Stock; the conversion of    
Golden West Options into options to receive Oakwood Common Stock; the receipt by
Oakwood from holders of at least 85% of Golden West Capital Stock of executed   
acknowledgments acknowledging the terms of the Acquisition Agreement and of duly
executed stock certificates; the execution of noncompetition agreements by      
certain officers of Golden West; the receipt of Phase I Environmental Assessment
Reports on Golden West properties in form reasonably acceptable to Oakwood which
do not disclose any remediation, clean-up, monitoring, removal or other action  
deemed advisable by the consultant; the completion of additional environmental  
due diligence by Oakwood the results of which shall not reveal conditions which 
would have a material adverse effect on Golden West; and the receipt of a       
standstill agreement from each officer, director and 10% shareholder of Golden  
West, Oakwood and Oakwood Sub agreeing not to sell Oakwood Common Stock or      
Golden West Capital Stock for a designated period of time.                      

For a further description of the conditions to the Merger, see "The   
Acquisition Agreement -- Conditions to Consummation of the Merger."             
TERMINATION OF THE ACQUISITION AGREEMENT; NO SHOP AND BREAK-UP FEE PROVISIONS   
   The Acquisition Agreement may be terminated (i) at any time by the mutual
consent of Oakwood and Golden West; (ii) by either Oakwood or Golden West if (a)
the Merger is not consummated prior to November 15, 1994; (b) the approval of   
the Merger by the Golden West Shareholders is not obtained; or (c) a federal or 
state court or agency prohibits the transactions contemplated by the Acquisition
Agreement; (iii) by Golden West if (a) there is a breach by Oakwood or Oakwood  
Sub of any representation or warranty set forth in the Acquisition Agreement    
which would have a material adverse effect on Oakwood; (b) there has been a     
material breach of any covenant or agreement by Oakwood or Oakwood Sub that has 
not been cured after notice; or (c) prior to obtaining the approval of Golden   
West Shareholders, Golden West receives an unsolicited proposal to merge,       
consolidate, engage in a share exchange or similar transaction or sell 50% or   
more of the assets or equity                                                    
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securities of Golden West and Golden West pays Oakwood a fee of $500,000; or    
(iv) by Oakwood, if there is a breach by Golden West or any Golden West         
subsidiary of any representation or warranty set forth in the Acquisition       
Agreement which would have a material adverse effect on Golden West, a material 
breach of a covenant or agreement by Golden West that has not been cured after  
notice, or if the Merger will not qualify as a "pooling of interests."          

   Golden West has agreed to pay $500,000 to Oakwood in the event the Merger
is not consummated for any reason other than (i) or (iii) above or because the  
Merger is terminated by Oakwood because (a) the Merger will not qualify as a    
"pooling of interests"; (b) the results of Oakwood's review of the business and 
operations of Golden West were not satisfactory to Oakwood; or (c) the results  
of the environmental assessment were not satisfactory to Oakwood or the results 
of Oakwood's additional due diligence with respect to environmental matters     
revealed conditions or liabilities which would have a material adverse effect on
Golden West; and within 120 days of such a termination of the Acquisition       
Agreement Golden West is involved in or enters into a letter of intent or       
definitive agreement with respect to a merger, share exchange or similar        
transaction or a sale of 50% or more of Golden West's assets or outstanding     
Capital Stock. Golden West has agreed not to solicit or enter into negotiations 
with respect to a Business Combination with any other entity prior to September 
30, 1994. Golden West can, however, enter into negotiations with another entity 
in response to an unsolicited offer concerning a Business Combination if Golden 
West's Board of Directors determines that a failure to respond would violate its
fiduciary duty to the Golden West Shareholders and Golden West first provides   
reasonable notice to Oakwood. See "The Acquisition Agreement -- No Shop         
Provisions" and "The Acquisition Agreement -- Termination."                     
STOCK OPTIONS AND DEFERRED COMPENSATION                                         

   Prior to the Effective Time, and if Oakwood so requests, Golden West will
enter into an agreement satisfactory to Oakwood with each holder of an          
outstanding Golden West Option pursuant to which the option to purchase shares  
of Golden West Common Stock, whether or not currently exercisable, will be      
converted at the Effective Time into an option to purchase Oakwood Common Stock.
The number of shares of Oakwood Common Stock to be received with respect to each
Golden West Option shall be determined by multiplying the number of shares      
subject to the Golden West Option by the Exchange Rate and the option price     
shall be determined by dividing the current option price by the Exchange Rate.  

     In addition, prior to the Effective Time, Messrs. Harry E. Karsten, Jr. and
Robert D. Totten and Ms. Celia Golden, as Beneficiary, will convert an aggregate
of $500,000 of their Golden West Deferred Compensation Plan account balances    
into an aggregate of 260,000 shares of Golden West Common Stock (a conversion   
price of approximately $1.92 per share) pursuant to the terms of the Deferred   
Compensation Plan. Such shares of Golden West Common Stock may then be converted
into shares of Oakwood Common Stock pursuant to the terms and conditions of the 
Merger. See "The Merger -- Interests of Certain Persons in the Merger."         

TRANSACTION COSTS                                                               
 In the event the Merger is consummated, Golden West will bear the first
$100,000 of expenses with respect to services provided by its attorneys,        
accountants, investment bankers and financial advisors in connection with the   
consummation of the Merger and the transactions contemplated by the Acquisition 
Agreement ("Golden West Transaction Expenses"). In addition, in the event of a  
review by the Commission of the Registration Statement on Form S-4 filed with   
respect to the shares of Oakwood Common Stock to be issued in connection with   
the Merger (the "Registration Statement"), Golden West will bear any incremental
costs (not to exceed $50,000) incurred by Golden West's attorneys or accountants
in responding to such review. The Acquisition Agreement provides that any       
expenses in excess of $100,000 incurred by Golden West in connection with the   
consummation of the Merger (other than the first $50,000 incurred as a result of
a Commission review of the Registration Statement) will be borne by the Golden  
West Shareholders pro rata based on the number of shares of Golden West Capital 
Stock owned. Golden West will bear all of Golden West's Transaction Expenses in 
the event the Merger is not consummated. See "The Acquisition                   
Agreement -- Transaction Expenses."                                             
DISSENTERS' RIGHTS                                                              
   Under the CGCL, holders of Golden West Capital Stock who properly dissent
and vote against or abstain from voting with respect to the Merger have the     
right to obtain a cash payment for the "fair value" of their shares (excluding  
any element of value arising from the accomplishment or expectation of the      
Merger). However, a condition to the consummation of the Merger requires that   
the holders of no more than 10% of the outstanding shares of Golden West Capital
Stock exercise their right to dissent. See "Rights of Shareholders Electing to  
Exercise Their Rights to Dissent."                                              
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FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER                                   

   Although not free from doubt, the Merger should be a tax-free transaction
under the reorganization provisions of the Internal Revenue Code of 1986, as    
amended (the "Code"), resulting in no gain or loss to the Golden West Continuing
Shareholders (except for any cash received for fractional shares). This         
conclusion is conditioned upon certain assumptions and the accuracy of certain  
representations to be made by certain parties to the Agreement. If the facts    
differ from such representations, the legal conclusions set forth herein would  
change accordingly. See "Certain Federal Tax Consequences of the Merger."       

The conclusion expressed above is not binding on either the Internal  
Revenue Service or the courts. Therefore, there can be no assurance that the    
Internal Revenue Service will not take a contrary position and sustain such     
position in court. EACH GOLDEN WEST SHAREHOLDER IS URGED TO CONSULT WITH HIS OWN
TAX ADVISOR WITH RESPECT TO THE POTENTIAL FOREIGN, FEDERAL, STATE AND LOCAL TAX 
CONSEQUENCES OF THE MERGER AS THEY RELATE TO HIS OWN PARTICULAR CIRCUMSTANCES.  
ACCOUNTING TREATMENT                                                            
The Merger is intended to qualify as a "pooling of interests" for     
accounting and financial reporting purposes. It is a condition to the           
consummation of the Merger that Oakwood receive an opinion to the effect that   
the Merger will qualify as a "pooling of interests" transaction under generally 
accepted accounting principles. See "The Merger -- Accounting Treatment."       
EFFECTS OF MERGER ON RIGHTS OF SHAREHOLDERS                                     
The rights of the holders of Golden West Common Stock are in general  
similar to the rights of holders of Oakwood Common Stock, except that Golden    
West is a California corporation and Oakwood is a North Carolina corporation and
Oakwood has adopted certain measures which may serve to make Oakwood a less     
desirable takeover candidate. Holders of Golden West Preferred Stock, however,  
will not be entitled to preferential treatment with respect to dividends and    
other distributions as holders of Oakwood Common Stock. See "Comparative Rights 
of Shareholders."                                                               
INTERESTS OF CERTAIN PERSONS IN THE MERGER                                      
    In considering the recommendation of Golden West's Board of Directors with
respect to the Merger, the Golden West Shareholders should be aware that certain
members of the Golden West Board of Directors and management, who will continue 
as directors and employees of Golden West after the Merger, have certain        
interests in the Merger in addition to those of holders of shares of Golden West
Capital Stock generally. Golden West's Board of Directors was aware of these    
interests and considered them, among other factors, in approving the Merger, the
Acquisition Agreement and the Agreement of Merger. See "The Merger -- Interests 
of Certain Persons in the Merger."                                              
LISTING ON NEW YORK STOCK EXCHANGE                                              
  Application will be made for listing on the New York Stock Exchange (the
"NYSE") of the shares of Oakwood Common Stock to be issued in connection with   
the Merger.                                                                     
MARKET VALUE INFORMATION                                                        
The last sale price of Oakwood Common Stock on June 24, 1994, the last
trading day preceding the announcement of the proposed Merger, as reported on   
the New York Stock Exchange, was $22.13 per share. There is no public market for
the Golden West Common or Preferred Stock.                                      
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SUMMARY CONSOLIDATED FINANCIAL INFORMATION
OAKWOOD HOMES CORPORATION 

   The summary information presented below for each of the five fiscal years
in the period ended September 30, 1993 has been derived from the consolidated   
financial statements of Oakwood, which have been audited by Price Waterhouse    
LLP, independent accountants. The summary financial information for the nine    
month periods ended June 30, 1993 and 1994 has been taken from unaudited        
consolidated financial statements of Oakwood, which in the opinion of Oakwood's 
management include all adjustments (which include only normal recurring         
adjustments) necessary to present fairly the information set forth therein.     
Results of operations for a nine month period are not necessarily indicative of 
results of operations for a full year.                                          

                                                        [Enlarge/Download Table]

                                                                                                           NINE MONTHS ENDED 
                                                             FISCAL YEAR ENDED SEPTEMBER 30,                   JUNE 30,      
                                                     1989       1990       1991       1992     1993 (1)     1993       1994  
                                                                                                                             
                                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)                   
STATEMENT OF INCOME DATA:                                                                                                    
Net sales......................................... $ 76,532   $106,955   $125,507   $184,648   $260,877   $170,500   $272,792
  Financial services income.......................   18,257     21,861     28,976     39,110     50,051     36,116     44,181
Total revenues....................................  106,355    137,194    162,634    231,592    322,311    213,659    325,676
Income before income taxes........................    4,015      8,784     14,321     21,371     38,892     24,779     35,830
Net income........................................    2,836      5,485      8,871     14,015     24,502     15,690     22,787
Net income per share                                                                                                         
  Primary......................................... $    .29   $    .56   $    .77   $   1.00   $   1.26   $    .83   $   1.07
  Fully diluted...................................      .29        .55        .71        .90       1.22        .79       1.07
Cash dividends per share.......................... $   .043   $   .043   $   .048   $    .06   $    .08   $    .06   $    .06

                                                        [Enlarge/Download Table]

                                                                   AS OF SEPTEMBER 30,                       AS OF    
                                                     1989      1990        1991        1992      1993    JUNE 30, 1994
                                                                                                                      
BALANCE SHEET DATA:                                                                                                   
Cash and cash equivalents......................... $ 14,755  $ 12,791    $ 16,301    $ 17,200  $ 23,904    $  27,878  
Total assets......................................  229,070   274,664     344,519     426,980   557,028      548,994  
Notes and bonds payable...........................  147,488   187,755     226,006     228,942   255,765      218,854  
Stockholders' investment..........................   52,653    57,939      89,740     104,371   228,876      251,805  

(1) Includes a gain of approximately $1.6 million ($1 million after income      
    taxes, or $.05 per share) from the sale of manufactured housing communities.
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GOLDEN WEST HOMES 

The summary consolidated financial data as of December 26, 1992 and   
December 25, 1993 and for the years ended December 28, 1991, December 26, 1992  
and December 25, 1993 are derived from audited consolidated financial statements
of Golden West included elsewhere in this Proxy Statement/Prospectus. The       
summary consolidated financial data of Golden West as of December 30, 1989,     
December 29, 1990 and December 28, 1991 and for the years ended December 30,    
1989 and December 29, 1990 are derived from audited consolidated financial      
statements of Golden West not included in this Proxy Statement/Prospectus. The  
summary consolidated financial data of Golden West as of and for the six month  
periods ended June 26, 1993 and June 25, 1994 are derived from unaudited        
consolidated financial statements, but have been prepared on the same basis as  
the audited consolidated financial statements included elsewhere herein and, in 
the opinion of Golden West, include all adjustments (consisting of only normal  
recurring adjustments) necessary to present fairly the information set forth    
therein. The results for the six months ended June 25, 1994 are not necessarily 
indicative of the results to be expected for a full year. The following         
information should be read in conjunction with the Consolidated Financial       
Statements of Golden West and the related notes thereto and "Management's       
Discussion and Analysis of Financial Condition and Results of Operations of     
Golden West" included elsewhere in this Proxy Statement/Prospectus.             

                                                        [Enlarge/Download Table]

                                                                 FISCAL YEAR ENDED                      SIX MONTHS ENDED 
                                                   DEC.     DEC.       DEC.       DEC.       DEC.       JUNE       JUNE  
                                                    30,      29,        28,        26,        25,        26,        25,  
                                                   1989     1990       1991       1992       1993       1993       1994  
                                                                                                                         
                                                                  (IN THOUSANDS, EXCEPT PER SHARE DATA)                  
STATEMENT OF INCOME DATA:                                                                                                
Net sales........................................ $82,203  $85,344    $74,048    $74,427    $89,564    $40,324    $55,875
Income (loss) before provision for income taxes                                                                          
  and extraordinary item.........................   1,743    2,862        462        (31)     1,139       (130)     1,671
Income (loss) before extraordinary item..........   1,006    1,682        240        (57)       653        (96)       988
Income per common and equivalent share before                                                                            
  extraordinary item (1)......................... $   .29  $   .49    $   .07    $  (.02)   $   .19    $  (.08)   $   .34

                                                        [Enlarge/Download Table]

                                                                                AS OF                      AS OF 
                                                              DEC.     DEC.     DEC.     DEC.     DEC.     JUNE  
                                                               30,      29,      28,      26,      25,      25,  
                                                              1989     1990     1991     1992     1993     1994  
                                                                                                                 
BALANCE SHEET DATA:                                                                                              
  Cash and cash equivalents................................. $ 4,106  $ 4,609  $ 3,674  $ 2,929  $ 2,431  $ 1,403
  Total assets..............................................  19,761   18,727   22,759   21,654   27,545   28,967
  Long-term debt, net of current portion....................   4,500    3,500    7,315    6,201    6,706    7,228
  Shareholders' equity......................................   5,889    7,571    7,811    7,844    7,347    8,433

(1) Adjusted to give effect to the conversion into Common Stock of all          
outstanding Preferred Stock and certain rights under the Golden West    
   Deferred Compensation Plan. Common Share equivalents include 650,000 shares
  of Common Stock issuable upon conversion of Series B Convertible Preferred
  Stock. The Series B Convertible Preferred Stock was retired by the Company
in November 1993.                                                       
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COMPARATIVE PER SHARE DATA
   The following tabulation reflects (a) the historical net income per share
of Oakwood Common Stock in comparison with the pro forma net income per share   
after giving effect to the Merger on a pooling of interests basis; (b) the      
historical net income per share of Golden West Common Stock in comparison with  
the pro forma net income attributable to the .231099373 of a share of Oakwood   
Common Stock which will be received for each share of Golden West Common and    
Preferred Stock; (c) the actual cash dividends per share of Oakwood Common Stock
and Golden West Common Stock compared, in the case of Golden West, with the     
equivalent of 23.1099373% of the cash dividends declared on each share of       
Oakwood Common Stock; and (d) the historical book value per share of Oakwood    
Common Stock and Golden West Common Stock in comparison with, in the case of    
Oakwood, the pro forma book value per share after giving effect to the Merger   
and, in the case of Golden West, the pro forma book value attributable to       
.231099373 of a share of Oakwood Common Stock. The information presented in this
tabulation should be read in conjunction with the financial statements and the  
notes thereto of Oakwood incorporated herein by reference and of Golden West    
included elsewhere herein.                                                      
OAKWOOD                                                                         

                                                        [Enlarge/Download Table]

                                                                                       FISCAL YEAR ENDED      NINE MONTHS  
                                                                                         SEPTEMBER 30,       ENDED JUNE 30,
                                                                                    1991     1992     1993   1993     1994 
                                                                                                                           
Income per share before extraordinary item (1)                                                                             
  Historical....................................................................... $.71     $.90    $ 1.22  $.79    $ 1.07
  Pro forma (2)....................................................................  .68      .85      1.20   .78      1.09
Cash dividends declared per share                                                                                          
  Historical.......................................................................  .048     .06       .08   .06       .06
Book value                                                                                                                 
  Historical.......................................................................    (3)     (3)    11.25    (3)    12.31
  Pro forma (4)....................................................................    (3)     (3)    11.21    (3)    12.38

GOLDEN WEST                                                                     

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                                                                                                                  SIX   
                                                                                                                 MONTHS 
                                                                                     FISCAL YEAR ENDED           ENDED  
                                                                              DEC. 28,    DEC. 26,    DEC. 25,  JUNE 26,
                                                                                1991        1992        1993      1993  
                                                                                                                        
Income per share before extraordinary item                                                                              
  Historical................................................................   $ .07       $(.02)      $ .19     $(.08) 
  Equivalent of 23.1099373% of pro forma net income per share of Oakwood                                                
     Common Stock...........................................................     .16         .20         .28       .18  
Cash dividends declared per share                                                                                       
  Historical................................................................      0           0           0         0   
  Equivalent of 23.1099373% of cash dividend declared on each share of                                                  
     Oakwood Common Stock...................................................     .011        .014        .018      .014 
Book value                                                                                                              
  Historical (5)............................................................       (3)         (3)      3.14         (3)
  Equivalent of 23.1099373% of pro forma book value per share of Oakwood                                                
     Common Stock...........................................................       (3)         (3)      2.59         (3)


                                                                             JUNE 25,                                   
                                                                               1994                                     
                                                                                                                        
Income per share before extraordinary item                                                                              
  Historical................................................................  $ .34                                     
  Equivalent of 23.1099373% of pro forma net income per share of Oakwood                                                
     Common Stock...........................................................    .25                                     
Cash dividends declared per share                                                                                       
  Historical................................................................     0                                      
  Equivalent of 23.1099373% of cash dividend declared on each share of                                                  
     Oakwood Common Stock...................................................    .014                                    
Book value                                                                                                              
  Historical (5)............................................................   3.53                                     
  Equivalent of 23.1099373% of pro forma book value per share of Oakwood                                                
     Common Stock...........................................................   2.86                                     

(1) Per share net income is presented on a fully diluted basis.                 
(2) With respect to the fiscal year data, reflects the net income per share of  
Oakwood Common Stock by combining, on a pro forma basis, the results of 
   operations of Oakwood for the years ended September 30, 1991, 1992 and 1993
  with the results of operations of Golden West for the years ended December
28, 1991, December 26, 1992 and December 25, 1993, respectively. With   
respect to the data for the nine months ended June 30, 1993 and 1994,   
    reflects the results of operations of Oakwood for the nine months ended June
    30, 1993 and 1994 and of Golden West for the nine months ended June 26, 1993
   and June 25, 1994. Accordingly, Golden West's results of operations for the
three months ended December 25, 1993 are reflected in the pro forma net 
   income per share amounts for the year ended September 30, 1993 and the nine
  months ended June 30, 1994. The pro forma net income per share data do not
  reflect the nonrecurring costs of consummating the acquisition expected to
    be incurred by Oakwood and Golden West, or the costs incurred by Golden West
   in its proposed initial public offering of common stock. The amount of such
costs cannot presently be determined;                                   
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  however, management of Oakwood and Golden West currently estimate that the
 aggregate of the acquisition costs and the public offering costs, both of
which will be charged to operations upon the consummation of the Merger,
   will be in the range of $900,000 to $1.2 million (approximately $550,000 to
$750,000 after tax, or approximately $.02 to $.03 per share).           
(3) Not presented.                                                              
(4) Reflects Oakwood Common Stock to be issued in exchange for Golden West      
Common and Preferred Stock in connection with the Merger.               
(5) Assumes conversion of Golden West Preferred Stock into Common Stock.        
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GOLDEN WEST SHAREHOLDERS' MEETING 
MEETING OF SHAREHOLDERS                                                         

This Proxy Statement/Prospectus is being furnished to the Golden West 
Shareholders in connection with the solicitation of proxies by and on behalf of 
the Golden West Board of Directors for use at the Special Meeting of            
Shareholders of Golden West to be held at 9:30 a.m. on September 30, 1994 at the
Pacific Club, 4110 MacArthur Blvd., Newport Beach, California and any           
adjournments thereof. The close of business on August 19, 1994 is the record    
date for determining the Golden West Shareholders entitled to vote at the Golden
West Meeting. This Proxy Statement/Prospectus, the attached Notice of Special   
Meeting and the accompanying form of Proxy are first being sent to the Golden   
West Shareholders on or about September 1, 1994.                                

PURPOSE OF MEETING                                                              
     At the Golden West Meeting, Golden West Shareholders will consider and vote
upon the Merger and a proposal to approve and adopt the Acquisition Agreement   
and the Agreement of Merger pursuant to Section 1201 of the CGCL. The directors 
of Golden West unanimously approved the Acquisition Agreement and Agreement of  
Merger, having concluded that the Merger, the Acquisition Agreement and         
Agreement of Merger are fair to and in the best interest of Golden West and its 
shareholders. The Golden West Board of Directors recommends that the            
shareholders of Golden West vote FOR the approval and adoption of the           
Acquisition Agreement and Agreement of Merger. For further information, see "The
Merger -- Background and Reasons for the Merger."                               
RECORD DATE: VOTING REQUIREMENTS AT MEETING                                     
    Only Golden West Shareholders of record at the close of business on August
19, 1994 (the "Record Date") will be entitled to notice of and to vote at the   
Golden West Meeting. Approval of the Merger requires the affirmative vote of    
holders of a majority of the outstanding shares of Golden West Common and       
Preferred Stock, each voting as a class. As of the Record Date, there were      
1,287,000 shares of Golden West Common Stock and 1,105,000 shares of Golden West
Preferred Stock outstanding and entitled to be voted.                           
  The directors and executive officers of Golden West and their affiliates
beneficially owned, as of the Record Date, 1,580,800 shares or approximately    
96.51% of the outstanding shares of Golden West Common Stock and 226,824 shares 
or approximately 20.53% of the outstanding shares of Golden West Preferred      
Stock. Golden West has been advised that such directors and executive officers  
intend to vote their shares in favor of approval of the Merger.                 
PROXIES                                                                         
All proxies that are properly executed by Golden West Shareholders and
received by Golden West prior to the Golden West Meeting, and not subsequently  
revoked, will be voted in accordance with the instructions noted thereon. A     
proxy that does not specify to the contrary will be voted FOR approval and      
adoption of the Acquisition Agreement and Merger Agreement. Any Golden West     
Shareholder who submits a proxy will have the right to revoke it, at any time   
before it is voted, by filing with the Secretary of Golden West written notice  
of revocation or a duly executed later-dated proxy, or by attending the Golden  
West Meeting and voting such Golden West Common or Preferred Stock, as the case 
may be, in person.                                                              
All costs relating to the solicitation of proxies of Golden West      
Shareholders will be borne by Golden West. Proxies may be solicited by officers,
directors and regular employees of Golden West and its subsidiaries personally, 
by mail or by telephone or otherwise.                                           

    It is important that the proxies and Acknowledgments be returned promptly.
Shareholders who do not expect to attend the Golden West Meeting in person are  
urged to mark, sign and date the accompanying proxy, and mail it in the enclosed
postage paid return envelope, along with the enclosed Acknowledgment if the     
shareholder is voting in favor of the Merger.                                   

THE MERGER
     The detailed terms of the Merger are contained in the Acquisition Agreement
and the Agreement of Merger attached as Annex I to this Proxy                   
Statement/Prospectus. The following discussion describes the more important     
aspects of the Merger and the terms of the Acquisition Agreement. This          
description is not complete and is qualified by reference to the Acquisition    
Agreement which is incorporated by reference herein.                            
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BACKGROUND AND REASONS FOR THE MERGER                                           
BACKGROUND. In early 1994, Golden West met with investment bankers to 
explore a public offering of Golden West Common Stock as a means of providing   
capital for expansion and of providing Golden West Shareholders with a more     
liquid investment. In February 1994, Golden West and Wedbush Morgan Securities  
("Wedbush Morgan") entered into an agreement whereby Wedbush Morgan would serve 
as lead underwriter in an initial public offering of Golden West Common Stock.  
In April 1994, Golden West filed a Registration Statement with the    
Commission to register 1,835,000 shares of Golden West Common Stock. At that    
time, Golden West and Wedbush Morgan anticipated an initial public offering     
price of approximately $7 to $9 per share. In April and May of 1994, Golden West
and Wedbush Morgan began preliminary marketing efforts. During May 1994, due    
primarily to changes in stock market conditions, Golden West and Wedbush Morgan 
determined that the initial public offering could only be achieved at a price   
below the anticipated range. Accordingly, in late May 1994, Golden West decided 
to delay the initial public offering and explore other alternatives.            
 On May 27, 1994, Golden West management contacted Oakwood management to
discuss Oakwood's interest in acquiring Golden West. Oakwood's management       
indicated an interest in pursuing an acquisition of Golden West and commenced   
discussions with Golden West's management. The management of Oakwood and Golden 
West had previously met in May 1993 to discuss a similar transaction, but the   
negotiations never passed beyond the preliminary stage. On June 1, 1994, Golden 
West publicly announced the postponement of its public offering. During June    
1994, Oakwood and Golden West management continued discussions about an         
acquisition of Golden West, which discussions led to the signing on June 24,    
1994 of a letter of intent between Oakwood and Golden West. The letter of intent
provides for Oakwood to acquire all of the outstanding Golden West Capital Stock
and Golden West Options in return for 700,000 shares of Oakwood Common Stock    
(including shares subject to options to acquire Oakwood Common Stock).          

Following execution of the letter of intent, discussions between      
representatives of Oakwood and Golden West resumed with respect to the terms of 
an Acquisition Agreement. In addition, the parties conducted due diligence      
concerning the respective businesses. After approval by the respective Boards of
Directors of Oakwood and Golden West, the Acquisition Agreement was finalized   
August 17, 1994. Golden West subsequently withdrew its Registration Statement.  

The directors of Oakwood and Golden West have approved the Acquisition
Agreement and the Agreement of Merger, concluded that the Merger is in the best 
interest of their respective shareholders and have authorized the consummation  
of the Merger, subject to the approval by the Golden West Shareholders and      
certain other conditions set forth in the Acquisition Agreement. The terms of   
the Merger, including the formula pursuant to which shares of Golden West Common
and Preferred Stock will be exchanged for Oakwood Common Stock, are the result  
of arms-length negotiations between Oakwood and Golden West management.         

    If the Merger is consummated, Golden West Shareholders who exchange Golden
West shares for Oakwood shares will receive marketable stock, subject in certain
cases to restrictions described in "Restrictions on Sales of Stock," and will   
have an equity interest in a larger, vertically integrated enterprise. Oakwood  
Common Stock is traded under the symbol "OH" on the New York Stock Exchange.    
OAKWOOD REASONS FOR MERGER. The Merger will enable Oakwood to obtain  
production capacity in the western region and portions of the southwestern and  
mountain regions of the United States. This will allow Oakwood, which has       
historically operated in the southeastern United States and more recently in    
certain southwestern states, to accelerate its planned western expansion and    
will provide manufactured homes to existing and planned retail sales centers,   
particularly in areas that can be supplied by Golden West's underutilized       
Perris, California facility and its recently acquired Fort Morgan, Colorado     
facility. The Merger will allow Oakwood to obtain production capacity in these  
areas at a cost reasonable in relation to obtaining comparable capacity by      
alternative means and will allow Oakwood to utilize Golden West's existing      
retail dealer network.                                                          
     GOLDEN WEST REASONS FOR MERGER. The Golden West Board of Directors believes
that the terms of the Acquisition Agreement, the Agreement of Merger and the    
Merger are fair to and in the best interests of Golden West and its             
shareholders. The Merger will create one of the largest producers of            
manufactured homes in the United States, offering significant opportunities for 
efficiencies and economies not currently available to Golden West. The Merger   
will result in an organization with the competitive strength necessary to       
successfully compete against the largest companies in the industry. The size,   
capital resources and expertise of Oakwood will expand the types of financing   
offered by Golden Circle Financial Services (a wholly-owned finance subsidiary  
of Golden West), creating opportunities to increase sales with financing to meet
the needs of the market. Oakwood's capital resources will also permit Golden    
West to expand its manufacturing capacity and obtain needed working capital. In 
addition, the combined enterprise created by the Merger may serve as a partial  
hedge against the risks associated with the concentration of Golden West's      
business in a limited number of geographic markets. The Golden                  
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West Board of Directors believes that the consideration to be received by the   
Golden West Shareholders is fair and will provide Golden West Continuing        
Shareholders with increased liquidity of their investment and the opportunity to
participate, in part, in any improvements in the markets in which Golden West   
conducts its businesses, including improved geographic competitiveness and      
operating efficiencies and synergies.                                           
ACCOUNTING TREATMENT                                                            
    The Merger is intended to qualify as a pooling of interests for accounting
and financial reporting purposes. Consummation of the Merger is conditioned upon
Oakwood receiving an opinion from Price Waterhouse LLP dated the Effective Time 
of the Merger, to the effect that the Merger will qualify as a pooling of       
interests transaction under generally accepted accounting principles and the    
applicable rules and regulations of the Commission and the Commission shall not 
have objected to such accounting treatment. Under this accounting method, (i)   
the recorded historical cost basis of the assets and liabilities of both Oakwood
and Golden West generally will be carried forward to the operations of the      
combined company generally at their recorded amounts and (ii) Oakwood financial 
statements issued subsequent to the consummation of the Merger will be restated 
to include the combined financial position, results of operations and cash flows
for Oakwood and Golden West for all periods presented therein.                  
OPERATIONS AFTER THE MERGER                                                     
     After the consummation of the Merger, Oakwood expects that Golden West will
continue generally to operate its business as presently conducted. Oakwood has  
no present plans for any merger, reorganization or liquidation or any sale or   
transfer of a material amount of assets of Golden West to any third party.      
Changes in business and economic conditions and other facts may result in       
Oakwood's reconsideration of its plans. The Merger will allow Oakwood to        
accelerate its planned western expansion and will provide manufactured homes to 
existing and planned retail sales centers, particularly in areas that can be    
supplied by Golden West's underutilized Perris, California facility and Golden  
West's recently acquired Fort Morgan, Colorado facility. Oakwood also intends to
provide financing and insurance services in connection with sales of Golden West
manufactured homes.                                                             
 Oakwood currently expects that the present executive officers of Golden
West will continue to serve, along with certain Oakwood officers, as executive  
officers of Golden West after the Merger and certain members of Golden West's   
Board of Directors will continue as directors of Golden West following the      
Merger, along with certain Oakwood officers.                                    
INTERESTS OF CERTAIN PERSONS IN THE MERGER                                      
     In considering the recommendations of the Board of Directors of Golden West
with respect to the Merger, the Golden West Shareholders should be aware that,  
in addition to the fact that certain members of the board directors and all     
executive officers of Golden West will serve as directors and executive officers
of the surviving entity, certain members of Golden West's Board of Directors and
management have certain interests in the Merger that are in addition to the     
interests of Golden West Shareholders generally. The Board of Directors of      
Golden West was aware of these interests and considered them, among other       
factors, in approving the Acquisition Agreement and Agreement of Merger. These  
interests are as follows:                                                       
   GOLDEN WEST STOCK OPTIONS. At the Effective Time, the Golden West Options
shall be converted, based on the Exchange Rate, into options to purchase Oakwood
Common Stock (rounded down to the nearest share). The exercise price per share  
of Oakwood Common Stock under the new options shall be equal to the exercise    
price per share of Golden West Common Stock under the original option divided by
the Exchange Rate (rounded up to the nearest cent). Such options shall in all   
other respects remain subject to the same terms and conditions, including the   
vesting schedule, set forth in the stock option plans and agreements pursuant to
which they were granted. Options to purchase a total of 377,000 shares of Golden
West Common Stock have been granted as follows: (i) options to purchase a total 
of 221,000 shares of Golden West Common Stock were granted on July 24, 1990 at  
an exercise price of $1.00 per share, (ii) an option to purchase 26,000 shares  
of Golden West Common Stock was granted on February 4, 1992 at an exercise price
of $1.42 per share, (iii) options to purchase 104,000 shares of Golden West     
Common Stock were granted on October 19, 1993 at an exercise price of $1.54 per 
share and (iv) an option to purchase 26,000 shares of Golden West Common Stock  
was granted on February 27, 1994 at an exercise price of $3.21 per share. Such  
options become exercisable annually in 25% increments beginning on the first    
anniversary of the date of grant. The options expire ten years after the date of
grant.                                                                          
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     DEFERRED COMPENSATION PLAN. Under Golden West's Deferred Compensation Plan,
Messrs. Harry E. Karsten, Jr. and Robert D. Totten and Ms. Celia Golden, as     
Beneficiary, have account balances with such plan slightly in excess of an      
aggregate of $500,000. Pursuant to the terms of the Deferred Compensation Plan, 
the Deferred Compensation Plan account balances up to an aggregate total of     
$500,000 may be converted into the equivalent of 260,000 shares of Common Stock 
of the Company at the election of the participants. Prior to the Effective Time,
Messrs. Karsten and Totten will each convert $125,000 of their account balances 
into 65,000 shares of Golden West Common Stock and Ms. Golden will convert      
$250,000 of her account balance into 130,000 shares of Golden West Common Stock 
(a conversion price of approximately $1.92 per share, which was established in  
1988).                                                                          
THE ACQUISITION AGREEMENT 
    The following is a summary description of certain terms of the Acquisition
Agreement, which is attached as Annex I to this Proxy Statement/Prospectus and  
is incorporated herein by reference. Such description does not purport to be    
complete and is qualified in its entirety by reference to the Acquisition       
Agreement.                                                                      
THE MERGER                                                                      
     The Acquisition Agreement provides that, upon the satisfaction or waiver of
certain conditions, Oakwood Sub will be merged with and into Golden West, with  
Golden West continuing as the surviving corporation and a wholly-owned          
subsidiary of Oakwood.                                                          
EFFECTIVE TIME OF THE MERGER                                                    
    The Merger will become effective at the time of filing of the Agreement of
Merger with the California Secretary of State or at such later time as the      
parties shall have agreed upon and designated in the Agreement of Merger as the 
Effective Time of the Merger, provided, however, the Merger shall not become    
effective prior to the receipt of certain regulatory approvals and the          
effectiveness of the Registration Statement. From and after the Effective Time, 
the surviving corporation will possess all the assets, rights, privileges,      
powers and franchises and be subject to all the liabilities, restrictions,      
disabilities and duties of Oakwood Sub and Golden West, as provided under the   
CGCL.                                                                           
 Until the Effective Time of the Merger occurs, Golden West Shareholders
will retain their rights as shareholders to vote on matters submitted to them by
the Golden West Board of Directors.                                             
CONSIDERATION TO BE RECEIVED IN THE MERGER                                      

In the Merger, each share of Golden West Capital Stock outstanding    
immediately prior to the Effective Date, other than shares with respect to which
dissenters' rights shall be perfected in accordance with the CGCL (the          
"Dissenters' Shares"), will be converted into the right to receive .231099373 of
a share of Oakwood Common Stock. No fractional shares of Oakwood Common Stock   
will be issued in connection with the Merger. In lieu of fractional shares, a   
cash payment will be made equal to the fractional interest which a Golden West  
Shareholder would otherwise receive multiplied by the closing price of Oakwood  
Common Stock on the New York Stock Exchange two business days before the        
Effective Time. The total number of shares of Oakwood Common Stock issued or    
reserved for issuance in connection with options issued by Oakwood in connection
with the Merger shall in the aggregate be no more than 700,000, less that number
of shares equal to the sum of the number of dissenting shares of Golden West    
Capital Stock multiplied by the Exchange Ratio and the sum of all fractional    
shares for which cash was or will be paid. Such total number of shares issuable 
in connection with the Merger includes shares of Oakwood Common Stock to be     
issued to Messrs. Harry E. Karsten, Jr. and Robert D. Totten and Ms. Celia      
Golden, as Beneficiary, following the conversion of their account balances in   
the Golden West Deferred Compensation Plan into shares of Golden West Common    
Stock. See "The Merger -- Interests of Certain Persons in the Merger." If prior 
to the Effective Time the outstanding shares of Oakwood Common Stock are        
increased, decreased, changed into or exchanged for a different number or kind  
of shares or securities through a change in Oakwood's capitalization, then an   
appropriate and proportionate adjustment in the Exchange Rate will be made. For 
a discussion of the rights of dissenting shareholders of Golden West, see       
"Rights of Shareholders Electing to Exercise Their Rights to Dissent."          

SURRENDER OF CERTIFICATES                                                       
  Upon surrender of one or more duly endorsed certificates for Golden West
Capital Stock and an accompanying Acknowledgment, there will be issued and      
mailed to the holder of such stock a certificate or certificates representing   
the number of shares of Oakwood Common Stock to which such holder is entitled,  
if any, and, where applicable, a check for the                                  
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amount representing any fractional shares determined in the manner described    
above, subject to the retention of certain shares of such Oakwood Common Stock  
pursuant to the escrow provisions described below.                              
 No dividend or other distribution payable after the Effective Time with
respect to Oakwood Common Stock will be paid to the holder of any unsurrendered 
shares of Golden West Capital Stock until the holder surrenders the             
certificate(s) therefor and an accompanying Acknowledgment, at which time the   
holder will be entitled to receive all previously withheld dividends and        
distributions, without interest.                                                
     After the Effective Time, there will be no transfers on Golden West's stock
transfer books of shares of Golden West Capital Stock issued and outstanding at 
the Effective Time.                                                             
    Neither Oakwood nor Golden West nor any other person will be liable to any
former Golden West Shareholders for any consideration properly delivered to a   
public official pursuant to applicable abandoned property, escheat or similar   
laws.                                                                           
 If a certificate for Golden West Capital Stock has been lost, stolen or
destroyed, Oakwood will issue the consideration properly payable in accordance  
with the Acquisition Agreement upon receipt of appropriate evidence as to such  
loss, defect or destruction, appropriate evidence as to the ownership of such   
certificate by the claimant and appropriate and customary indemnification.      
CERTAIN COVENANTS OF GOLDEN WEST                                                
  Golden West has agreed that prior to the Effective Time of the Merger it
will operate its business substantially as presently operated and only in the   
ordinary course. In this connection, Golden West has agreed that it will not,   
without the prior written consent of Oakwood (i) change any provision of its    
Articles of Incorporation or Bylaws; (ii) change the number of shares of the    
authorized, issued or outstanding capital stock of Golden West including the    
issuance of or the grant of any option with respect to the authorized or issued 
capital stock of Golden West or any subsidiary, or declare, set aside or pay any
dividend or other distribution in cash or in kind with respect to the           
outstanding capital stock of Golden West; (iii) incur any liabilities or        
obligations, whether directly, indirectly, or by way of guaranty, except in the 
ordinary course of business consistent with past practices and prior periods;   
(iv) except as expressly agreed to by Oakwood, make any capital expenditures    
individually in excess of $25,000 or in the aggregate in excess of $100,000,    
other than reasonable expenditures necessary to maintaining existing assets in  
good working order and repair; (v) pay any bonuses to any executive officer of  
Golden West, except as previously disclosed to Oakwood in the Acquisition       
Agreement, or enter into any new or amend any existing employment agreement with
any persons, adopt any new or amend any existing employee benefit plan, except  
as may be otherwise required by law, grant any increase in compensation or      
benefits of any kind to its employees, officers or directors, except regularly  
scheduled increases in the ordinary course of business and consistent with past 
practices and policies, or effect any change with respect to the retirement     
benefits to any class of employees or officers, except as otherwise required by 
law; (vi) create or otherwise become liable with respect to any indebtedness for
money borrowed or purchase money indebtedness except in the ordinary course of  
business; (vii) increase or deplete inventories, incur or collect receivables,  
or incur or pay trade payables or accrue liabilities in any manner other than   
consistent with past practices and prior periods and in the ordinary course of  
business; (viii) cancel without payment or satisfaction in full, waive or extend
the time of deferments of any indebtedness inuring to the benefit the Golden    
West; (ix) amend in any way any of its material contracts or agreements; (x)    
fail to maintain in full force and effect all insurance carried by Golden West  
at the time of the Acquisition Agreement; (xi) institute any changes in         
management policy of a significant nature; (xii) take any action or fail to take
any action that would make any representation or warranty of Golden West in the 
Acquisition Agreement untrue; or (xiii) make any agreement or commitment by or  
on behalf of Golden West to do or take any of the actions referred to in items  
(i) through (xii). In addition, Golden West has agreed not to take any action or
knowingly fail to take any action that would jeopardize the treatment of the    
Merger as a "pooling of interests" for accounting purposes or jeopardize the    
qualification of the Merger as a reorganization within the meaning of Section   
368(a)(2)(E) of the Code.                                                       
NO-SHOP PROVISIONS                                                              
   Golden West has also agreed that until September 30, 1994, neither Golden
West nor its shareholders, directors, officers or other representatives will    
solicit any proposals or offers from any parties other than Oakwood with respect
to a merger, acquisition or similar transaction involving a significant portion 
of the assets or equity securities of Golden West or engage in any negotiations 
concerning such a proposal. Golden West is obligated to inform Oakwood          
immediately if any such inquiries or proposals are received by it. However, in  
the event any person makes an unsolicited written offer prior to approval of the
Merger by the Golden West Shareholders to acquire Golden West or its assets     
pursuant to a merger, consolidation, share exchange, sale of stock, sale of     
assets or other similar transaction, Golden West may enter into discussions with
such person                                                                     
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if and only to the extent that the Golden West Board of Directors determines    
that to proceed with the Merger would violate its fiduciary duties to the Golden
West Shareholders. In such event, Golden West is required to give Oakwood       
reasonable notice prior to entering into such discussions.                      
RESTRICTIONS ON SALES OF STOCK                                                  

    Each officer, director and 10% shareholder of Golden West, Oakwood Sub and
Oakwood is required to execute a standstill agreement pursuant to which they    
agree not to sell any Golden West Capital Stock or Oakwood Common Stock         
(including Oakwood Common Stock received in the Merger) from August 19, 1994    
until the first date Oakwood publishes its financial results covering a period  
of at least 30 days after the closing of the Merger.                            

   Shares of Oakwood Common Stock to be received by Golden West Shareholders
who are deemed to be "affiliates" (as such term is defined in Rule 144 under the
Securities Act) of Golden West prior to the Merger ("Golden West Affiliates")   
(the "Restricted Securities") may be resold by them only pursuant to an         
effective registration statement under the Securities Act covering such         
securities or in transactions permitted by the resale provisions of Rule 145(d) 
under the Securities Act or as otherwise permitted under the Securities Act.    
Under Rule 144 of the Securities Act, an affiliate is a person that directly or 
indirectly controls or is controlled by or is under common control with Golden  
West and may include certain officers and directors of Golden West, principal   
shareholders of Golden West and certain other shareholders with special         
relationships with Golden West. This Proxy Statement/Prospectus may not be used 
by such affiliates in connection with any resale of their Restricted Securities.
    Rule 145 requires that, in a resale of their Restricted Securities, Golden
West Affiliates comply with a volume restriction and other restrictions on the  
manner of sale and that certain information about Oakwood be currently available
to the public. The volume restriction limits the number of shares that an       
affiliate may transfer, in the aggregate, within any three-month period to the  
greater of (i) 1% of the outstanding Oakwood Common Stock or (ii) the average   
weekly reported trading volume in the Oakwood Common Stock during the preceding 
four calendar weeks. A Golden West Affiliate may sell its shares without regard 
to the volume restrictions and restrictions on the manner of sale if it has     
owned the shares for at least two years, certain information about Oakwood is   
currently available to the public and the Golden West Affiliate is not then an  
affiliate of Oakwood. A Golden West Affiliate may also sell its shares of       
Oakwood Common Stock without regard to the foregoing restrictions (including the
requirement that certain information about Oakwood is currently available to the
public) if it has held its shares for a period of at least three years and such 
person has not been an affiliate of Oakwood for at least three months. A Golden 
West Affiliate who is also an affiliate of Oakwood may sell its shares, subject 
to the volume restrictions and restrictions on the manner of sale, if it has    
held the shares of Oakwood Common Stock for a period of at least two years and  
certain information about Oakwood is currently available to the public.         
At least 30 days prior to the closing of the Merger, Golden West will 
deliver to Oakwood a list of Golden West Affiliates and will deliver to Oakwood 
a letter from each Golden West Affiliate acknowledging certain restrictions on  
the resale of Oakwood Common Stock received in the Merger. Any Restricted       
Securities to be received by Golden West Affiliates will bear a legend          
referencing such restrictions on transfer.                                      
CERTAIN COVENANTS OF OAKWOOD                                                    
   Oakwood has agreed (i) that it will not knowingly take any action or fail
to take any action that would jeopardize the treatment of the Merger as a       
"pooling of interests" for accounting purposes or that would cause the Merger to
fail to qualify as a reorganization within the meaning of Section 368(a)(2)(E)  
of the Code, (ii) that it will prepare and submit to the NYSE a listing         
application covering the shares of Oakwood Common Stock issuable in the Merger, 
and use its best efforts to obtain, prior to the Effective Time, approval for   
the listing of such Oakwood Common Stock, subject to official notice of         
issuance, and (iii) that, without the prior written consent of Golden West,     
Oakwood will not take any action which would cause the conditions to the        
consummation of the Merger not to be fulfilled.                                 
CONDITIONS TO CONSUMMATION OF THE MERGER                                        

    Consummation of the Merger is conditioned upon the approval by the holders
of a majority of the aggregate issued and outstanding shares of Golden West     
Common and Preferred Stock, each voting as a class. However, it is also a       
condition to the consummation of the Merger that the holders of no more than 10%
of the Golden West Capital Stock elect or may elect to be dissenters with       
respect to their shares of Golden West Capital Stock in connection with the     
Merger. In addition, it is a condition to consummation of the Merger that       
Oakwood receive executed Acknowledgments from holders of at least 85% of the    
aggregate number of outstanding shares of Golden West Capital Stock, pursuant to
which such shareholders agree to be                                             

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bound by the terms of the Acquisition Agreement, including the escrow and       
indemnification provisions contained therein, accompanied by their duly endorsed
stock certificates for shares of Golden West Capital Stock.                     

The Merger is also conditioned upon the expiration of the applicable  
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,  
as amended. The Hart-Scott-Rodino filings were made by Oakwood and Golden West  
on August 22, 1994 and August 23, 1994, respectively, and the waiting period    
expires on September 21, 1994.                                                  

 The obligations of Oakwood and Golden West to consummate the Merger are
further conditioned, unless waived by the party benefitted by such condition,   
upon (i) the absence of any action or proceeding by a court or other            
governmental body or public authority to restrain or prohibit the transactions  
contemplated by the Acquisition Agreement or to obtain an amount of damages or  
other material relief in connection with the execution of the Acquisition       
Agreement, and the absence of any notice that the transactions contemplated by  
the Acquisition Agreement constitute a violation of law; (ii) the effectiveness 
of the Registration Statement under the Securities Act, which shall not be      
subject to any Commission stop order or any threatened stop order; (iii) the    
absence of any material change in the financial condition, business or          
operations of Oakwood or Golden West that would be likely to have a material    
adverse effect on Oakwood or Golden West, other than a change that affects      
Oakwood and Golden West in a substantially similar manner; (iv) the receipt of  
opinions of counsel with respect to certain of the tax consequences of the      
Merger; (iv) the receipt of all required governmental consents and approvals    
with respect to the Merger, except for the filing of the Agreement of Merger;   
(v) the receipt of copies by each of Oakwood and Golden West of all resolutions 
adopted by the other's Board of Directors and the Golden West Shareholders in   
connection with the approval of the Acquisition Agreement and the transactions  
contemplated thereby; (vi) the listing of the shares of Oakwood Common Stock    
issuable in connection with the Merger with the New York Stock Exchange; (vii)  
the accuracy of representations and warranties contained in the Acquisition     
Agreement; (viii) performance of all covenants and agreements contained in the  
Acquisition Agreement; (ix) the completion by Oakwood of its review of Golden   
West's business and operations and the results of such review being satisfactory
to Oakwood, (x) the receipt of opinions of counsel with respect to certain legal
matters, including the organization and good standing of Oakwood and Golden     
West, the due authorization of the Acquisition Agreement by Oakwood and Golden  
West and the valid issuance of the shares of Oakwood Common Stock being issued  
to Golden West Continuing Shareholders; (xi) the receipt by Oakwood of a letter 
from Price Waterhouse LLP to the effect that the Merger will qualify for        
"pooling of interests" accounting treatment and a letter from Arthur Andersen & 
Co. that no condition exists with respect to Golden West that would prevent the 
Merger from being treated by Oakwood as a "pooling of interests"; (xii) the     
receipt by Oakwood from Arthur Andersen & Co. of "comfort" letters with respect 
to the procedures undertaken by Arthur Andersen & Co. with respect to the       
financial statements of Golden West contained in the Registration Statement;    
(xiii) the receipt by Golden West from Price Waterhouse LLP of "comfort" letters
with respect to the procedures undertaken by Price Waterhouse LLP with respect  
to the financial statements of Oakwood contained in the Registration Statement; 
(xiv) the conversion of an aggregate of $500,000 of the Deferred Compensation   
Plan account balances of Messrs. Harry E. Karsten, Jr. and Robert D. Totten and 
Ms. Celia Golden, as Beneficiary, into 260,000 shares of Golden West Common     
Stock; (xv) the conversion of Golden West Options into options to receive       
Oakwood Common Stock; (xvi) the receipt of all required consents; (xvii) the    
receipt by Oakwood of an affiliate letter from each Golden West affiliate;      
(xviii) the receipt by Oakwood of a current list of the federal tax             
identification numbers of the Golden West Shareholders; (xix) the receipt by    
Oakwood of a final statement of all Golden West transaction expenses and        
evidence of the payment by the Golden West Shareholders of any transaction      
expenses in excess of $100,000 other than such incremental costs incurred as a  
result of a review by the Commission of the Registration Statement; (xx) the    
receipt by Oakwood of executed noncompetition agreements from certain officers  
of Golden West; (xxi) the receipt by Oakwood of Phase I Environmental Assessment
Reports covering all the real property owned or leased by Golden West by an     
environmental consultant acceptable to Oakwood, which report must not disclose  
any remediation, clean-up, monitoring, removal or other work deemed advisable by
the consultant, and the completion of any additional due diligence with respect 
to environmental matters deemed necessary by Oakwood and such due diligence not 
disclosing any condition or liability which Oakwood reasonably believes would   
have a material adverse effect on Golden West and (xxii) the termination as of  
the Effective Time of all indemnification agreements between Golden West and the
directors and officers of Golden West.                                          

INDEMNIFICATION                                                                 
The Acquisition Agreement provides that each Golden West Continuing   
Shareholder will indemnify Oakwood with respect to any liability, damage or loss
incurred by Oakwood or Golden West as a result of the incorrectness or breach of
any representation, warranty or covenant made by Golden West in the Acquisition 
Agreement (a "Loss") until the first anniversary of the Effective Time. Ten     
percent of the shares of Oakwood Common Stock (the "Escrowed Shares") issued to 
each Golden West Continuing Shareholder in connection with the Merger will be   
placed in escrow with First Union National Bank                                 
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of North Carolina, as escrow agent (the "Escrow Agent"), until (i) in the event 
the Effective Time is on or before September 30, 1994, the publication of       
Oakwood's audited consolidated financial statements for the year ended September
30, 1994 or (ii) in the event the Effective Time is after September 30, 1994,   
the publication of Oakwood's consolidated financial statements for the quarter  
ending December 31, 1994, and will be available to be applied to satisfy the    
foregoing indemnification obligations.                                          

     A Golden West Continuing Shareholder's liability is limited to the value of
each Shareholder's Escrowed Shares, whether or not released, based on the fair  
market value of such shares at the Effective Time. Oakwood, upon at least 30    
days' prior written notice to the Golden West Continuing Shareholders, may apply
all or any part of the Escrowed Shares to the payment, settlement or discharge  
of any Loss. Oakwood will defer instructing the Escrow Agent to return Escrowed 
Shares to Oakwood with respect to a loss if Oakwood receives notice that a      
Golden West Continuing Shareholder questions the propriety of such application  
of the Escrowed Shares. Such dispute will be settled by arbitration. In the     
event a Golden West Continuing Shareholder has disputed the application of the  
Escrowed Shares by Oakwood or, on or before the Release Date, Oakwood has given 
notice to the Escrow Agent and the Golden West Continuing Shareholders of the   
existence of a claim for the discharge or settlement of a Loss which has not    
been liquidated, the Escrow Agent will retain the appropriate number of Escrowed
Shares pending final determination of such claims.                              
  The number of Escrowed Shares to be returned to Oakwood pursuant to such
indemnification will be determined by dividing the dollar amount of the Golden  
West Continuing Shareholder's liability with respect to such Loss by the closing
price of a share of Oakwood Common Stock on the New York Stock Exchange at the  
Effective Time. The registered holder of the Escrowed Shares will be entitled to
vote the Escrowed Shares and will be entitled to receive any dividend or        
distribution thereon, other than dividends or distributions in the form of      
capital stock of Oakwood, which will be held as part of the Escrowed Shares.    
 The indemnifying obligations of the Golden West Continuing Shareholders
will continue after the Release Date until the first anniversary of the         
Effective Time, except as to any matter as to which Oakwood has given notice    
prior to such date.                                                             
REPRESENTATIONS AND WARRANTIES                                                  
Pursuant to the Acquisition Agreement, Golden West and the Golden West
Continuing Shareholders have made certain representations and warranties to     
Oakwood with respect to Golden West's properties and other assets and the       
conduct of its business. All statements contained in the Schedules to the       
Agreement are deemed to be representations and warranties under the Agreement.  
The representations and warranties survive the Effective Time of the Merger and 
terminate on the first anniversary date of the Effective Time. Each Golden West 
Shareholder should read carefully the representations, warranties and covenants 
contained in the Acquisition Agreement. Any representation or warranty made "to 
the knowledge" of Golden West or that Golden West "knows" a particular fact or  
circumstance includes the knowledge of officers and certain key employees of    
Golden West after review of such individual's pertinent business records and    
files and after inquiry with Golden West's attorneys and accountants. The       
representations, warranties and covenants include the following matters:        
(i) Golden West and each of its subsidiaries is a corporation duly    
organized, validly existing and in good standing under the laws of the          
jurisdiction of its incorporation and has the requisite power and authority and 
all necessary governmental approvals to own, lease and operate its properties   
and to carry out its business as it is now being conducted, and are duly        
qualified or licensed as foreign corporations, and are in good standing, in each
jurisdiction where such qualification or licensing is necessary, except where   
such failure to be so qualified or to be so organized or existing would not have
a material adverse effect on the business, results of operations or financial   
condition of Golden West.                                                       
  (ii) The Articles of Incorporation and Bylaws of Golden West and each of
its subsidiaries provided to Oakwood are complete and correct and are in full   
force and effect, and neither Golden West nor any of its subsidiaries is in     
violation of any provision of such Articles of Incorporation or Bylaws.         
  (iii) The authorized capital stock of Golden West consists of 20,000,000
shares of Golden West Common Stock and 1,105,000 of Golden West Preferred Stock,
of which 1,287,000 shares and 1,105,000 shares, respectively, were issued and   
outstanding as of August 17, 1994. In addition, 377,000 shares of Golden West   
Common Stock were reserved for future issuance pursuant to Golden West Options  
and no such shares or options have been issued in violation of any preemptive   
rights. In addition, the information provided to Oakwood with respect to the    
names, addresses and social security numbers of record owners of all shares of  
Golden West Capital Stock and the certificate numbers for such shares is        
accurate and complete.                                                          
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(iv) Golden West has all necessary power and authority to execute and 
deliver the Acquisition Agreement and to perform its obligations under such     
agreement and to consummate the transactions contemplated thereby. The execution
and delivery of the Acquisition Agreement by Golden West and the consummation of
the Merger has been duly and validly authorized by Golden West, and the         
Acquisition Agreement has been duly and validly executed and delivered by Golden
West and constitutes a legal, valid, binding and enforceable obligation of      
Golden West. In addition, each Golden West Shareholder has all necessary power  
and authority to execute and deliver his or its respective acknowledgment and   
such execution and delivery has been duly and validly authorized by all         
necessary action on the part of the Golden West Shareholders and, constitutes a 
legal, valid and binding obligation of such Golden West Shareholder enforceable 
against it in accordance with its terms.                                        
    (v) The execution and delivery of the Acquisition Agreement by Golden West
and the performance of the transactions contemplated thereby will not conflict  
with or violate the Articles of Incorporation or Bylaws of Golden West or any of
its subsidiaries, conflict with or violate any law, rule, regulation, order,    
judgment or decree applicable to Golden West or by which any property or assets 
of Golden West is bound, result in the breach of or constitute a default under, 
result in the loss of a material benefit under or give to others any right of   
termination, amendment, acceleration or cancellation of, or result in the       
creation of a lien or other encumbrance on any property or asset of Golden West 
or any of its subsidiaries pursuant to any note, bond, mortgage, indenture,     
contract, agreement, lease, license, permit, franchise or any other instrument  
or obligation to which Golden West is a party or is bound or affected.          

  In addition, the execution and delivery of the Acquisition Agreement and
Acknowledgments by each Golden West Shareholder will not require any consent,   
approval, authorization or permit of, or filing with or notification to, any    
governmental or regulatory authority other than that required by the Exchange   
Act, the Securities Act, state securities or Blue Sky Laws and state takeover   
laws, the HSR Act and the filing or recordation of appropriate merger documents 
as required by the CGCL.                                                        

(vi) Other than the subsidiary of Golden West and other investments   
disclosed to Oakwood in the Acquisition Agreement, Golden West does not own     
directly or indirectly any interest or investment in any corporation,           
partnership, joint venture, business, trust or other entity.                    
  (vii) The Golden West audited, consolidated financial statements for the
year ended December 25, 1993 and unaudited interim financial statements for each
quarter subsequent to December 25, 1993, comply with generally accepted         
accounting principles and present fairly the financial position of Golden West, 
and the statements of income, of shareholders' equity and of cash flows present 
fairly the results of operations, changes in shareholders' equity and cash flows
of Golden West for the periods set forth therein. Golden West does not have any 
liabilities, contingent or otherwise, whether due or to become due, known or    
unknown as of the date of such financial statements other than as indicated on  
the balance sheet or in the notes thereto, or which in the aggregate will not   
have a material adverse effect on the business of Golden West.                  
(viii) Since March 26, 1994, except as disclosed to Oakwood in the    
Acquisition Agreement or as specifically described in the footnotes to the      
Golden West financial statements, there has not been (a) any material adverse   
change in the business of Golden West and no such adverse change is reasonably  
expected to occur; (b) any disposition or issuance by Golden West of any of its 
capital stock or any option or right or privilege to acquire any of its capital 
stock, any acquisition and retirement of any of its capital stock or any        
dividend or other distribution on or with respect to its capital stock; (c) any 
sale, mortgage, pledge, grant, dividend or other disposition or transfer of any 
asset or interest owned or possessed by Golden West, other than in the ordinary 
course of business; (d) any expenditure or commitment by Golden West for the    
acquisition of assets of any kind other than in the ordinary course of business;
(e) any damage, destruction or loss of such character as to interfere materially
with the continued operation of or have a material adverse effect on any part of
the business of Golden West; (f) any increase or any agreement for the increase 
of any compensation payable or to become payable by Golden West to any officer, 
shareholder or key employee of Golden West; (g) any change made or authorized to
be made to the Articles of Incorporation or Bylaws of Golden West; (h) any loans
or advances by or to Golden West other than renewals or extensions of existing  
indebtedness and uses of lines of credit; (i) any cancellation or payment by    
Golden West or any Golden West Subsidiary of any indebtedness owed to Golden    
West or any cancellation or settlement by Golden West of any claims against     
others; (j) any failure by Golden West to operate its business other than in the
ordinary course of business; (k) any failure to maintain the books and records  
of Golden West in accordance with past practices; (l) any change in accounting  
practices; or (m) any agreement or commitment by or on behalf of Golden West to 
do or take any of the actions referred to in clauses (a) through (l).           
  (ix) Golden West has duly filed all required tax returns and reports (or
has validly extended the due date thereof) and has paid all taxes required to be
paid or an adequate reserve has been established for such taxes and has provided
to Oakwood                                                                      
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true and correct copies of certain tax returns beginning with the 1987 tax year.
In addition, the reserves for taxes contained in the financial statements and   
carried on the books of Golden West are adequate to cover all tax liabilities as
of the date of the Acquisition Agreement. Since December 31, 1993, Golden West  
has not incurred any tax liability other than in the ordinary course of business
and there are no tax liens upon any properties or assets of Golden West and,    
except as shown in the financial statements, there are no pending or, to the    
knowledge of Golden West, threatened questions or examinations relating to or   
claims asserted for taxes or assessments against Golden West.                   

(x) Representations and warranties regarding employment, bonus,       
compensation, pension, stock option, stock appreciation rights, profit-sharing, 
retirement, medical, vacation, retiree medical, severance pay and other         
agreements or fringe benefit plans, arrangements or practices of Golden West,   
including the provision to Oakwood of accurate and complete descriptions of such
plans and assurance that Golden West has complied in all material respects with 
all applicable federal, state and local laws with respect to such plans.        

  (xi) Representations and warranties (limited in certain circumstances to
the knowledge of Golden West) with respect to title to, rights to and the       
condition of all real property owned or leased by Golden West (including        
compliance with all applicable statutes, ordinances, orders, requirements, laws,
rules or regulations, including all environmental laws, rules and regulations)  
and that there does not exist any event which would constitute a default by     
either Golden West or the landlord under any such lease, except for defaults    
that in the aggregate would not have a material adverse effect on Golden West.  
In addition, representations and warranties that Golden West has good and       
marketable fee simple title to all fixtures, structures and leasehold           
improvements on such properties and to all of its equipment, free and clear of  
all encumbrances other than those disclosed to Oakwood, which encumbrances do   
not materially adversely affect the value or use of the property and has good   
and marketable fee simple title to all of their inventories of manufactured     
housing units and all personal property related thereto; that Golden West's     
equipment is in good condition and repair; that all of Golden West's inventory  
is usable or saleable in the ordinary course of business and each item of       
inventory is in good condition and is not obsolete or materially defective; that
all accounts receivable of Golden West constitute and are valid and enforceable 
claims of Golden West; that Golden West has the right to use the name "Golden   
West Homes" and the name "Golden Circle Financial Corporation" where now used,  
all other material trademarks or service marks, all other intellectual property 
belonging to or used in the business of Golden West and, except as disclosed to 
Oakwood in the Acquisition Agreement, neither Golden West nor any subsidiary of 
Golden West is a party to any agreement with any person or entity with respect  
to the use of such names; and that Golden West has disclosed to Oakwood in the  
Acquisition Agreement all material contracts, agreements and commitments it is a
party to and that such contracts constitute valid and enforceable obligations   
against Golden West and neither Golden West nor any of its subsidiaries is in   
default in any material respect with respect to such contracts.                 
   (xii) The fixtures, equipment and inventory located on the property owned
or leased by Golden West or any subsidiary of Golden West are in good condition 
and all electrical, gas, water and sewer utilities serving such properties are  
adequate; and that, to its knowledge, the properties Golden West owns, leases   
and formerly owned or leased are or were at all times in compliance with all    
environmental laws, rules and regulations and Golden West has not illegally or  
improperly generated, used, treated, stored or disposed of hazardous materials  
and that there are no threatened claims against Golden West or any of its       
subsidiaries with respect to such matters.                                      
  (xiii) All leases of property or equipment by Golden West to or from any
other party have been fully disclosed to Oakwood in the Acquisition Agreement.  
   (xiv) Except as disclosed to Oakwood in the Acquisition Agreement, Golden
West has no planned capital expenditures individually in excess of $25,000.     
 (xv) Except as disclosed to Oakwood in the Acquisition Agreement, since
December 31, 1991, all material transactions with third persons involving Golden
West have been conducted on an arms-length basis and Golden West has disclosed  
in the Acquisition Agreement any interest, ownership or profit participation of 
any of the shareholders, officers or directors of Golden West or their          
affiliates or relatives in businesses with which Golden West has had material   
transactions or which are Golden West's competitors or potential competitors;   
there are no outstanding loans or other advances to any shareholder, officer,   
director or employee of Golden West or a Golden West subsidiary or respective   
affiliates or relatives in excess of $2,500, except as disclosed in the         
Acquisition Agreement; and, except as disclosed in the Acquisition Agreement,   
none of the shareholders, officers or directors of Golden West or any of its    
subsidiaries or their respective affiliates or relatives is an affiliate of any 
dealer who sells manufactured homes of Golden West or any other entity that has 
a material business relationship with Golden West.                              
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   (xvi) Except as disclosed to Oakwood in the Acquisition Agreement, Golden
West is not in conflict with, or in default or violation of, any law, rule,     
regulation, order, judgment or decree applicable to Golden West or by which any 
property or asset of Golden West is bound or affected, or the provisions of any 
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,   
franchise or other instrument or obligation to which Golden West is a party or  
is bound or affected. Golden West and each of its subsidiaries are lawfully     
conducting their business and their property has been and will be used and      
operated in compliance with all laws, rules and regulations and other           
restrictions.                                                                   
   (xvii) All pending and threatened law suits or administrative proceedings
or investigations against Golden West have been disclosed to Oakwood in the     
Acquisition Agreement, none of which, if adversely determined, could have a     
material adverse effect on the financial condition, results of operations,      
business prospects, assets or liabilities of Golden West. All material "loss    
contingencies" have been fully disclosed to Oakwood in the Acquisition          
Agreement.                                                                      
  (xviii) Since December 31, 1989, Golden West has not been a party to any
collective bargaining agreement and has not been the subject of any union       
activity or labor dispute, and Golden West has not violated any applicable      
federal or state law or regulation relating to labor or labor practices and does
not have any liability to any of its employees, agents or consultants in        
connection with grievances of such employees, agents or consultants.            
  (xix) Golden West has not taken or failed to take any action which would
prevent the Merger from being treated as a "pooling of interests."              
(xx) All brokerage arrangements entered into in connection with the   
negotiations leading to the Acquisition Agreement or the consummation of the    
transactions contemplated thereby have been fully disclosed to Oakwood in the   
Acquisition Agreement.                                                          
(xxi) Golden West and its subsidiaries own 79 shares of Oakwood Common
Stock and do not own any securities convertible into Oakwood Common Stock.      
   (xxii) All bank accounts, vaults and safe deposit boxes used by or in the
name of Golden West have been disclosed to Oakwood in the Acquisition Agreement.
(xxiii) Golden West has adequate fire and casualty insurance policies 
sufficient to allow it to replace any of its properties or assets that might be 
damaged or destroyed and sufficient business interruption insurance policies to 
recover the full amount of any losses occasioned by any business interruption.  
In addition, such policies have been fully disclosed to Oakwood in the          
Acquisition Agreement.                                                          
     (xxiv) The products and services of Golden West comply with all express and
implied warranties and the requirements and standards of all federal and state  
laws and regulations governing the sale and financing of manufactured homes,    
including the National Mobile Home Construction Safety Standards Act of 1974,   
the Federal Consumer Credit Protection and the Federal Credit Opportunity Act   
and, except as disclosed to Oakwood in the Acquisition Agreement, no product or 
service warranty or liability claims are pending or threatened against Golden   
West except such claims that in the aggregate would not have a material adverse 
effect on Golden West.                                                          
(xxv) Golden West has fully described in the Acquisition Agreement all
warranty obligations of Golden West and all warranty contracts, agreements,     
understandings or arrangements to which Golden West is a party or its property  
or assets are bound and all service and repurchase contracts, agreements,       
understandings or arrangements to which Golden West is a party or by which any  
of its property is bound.                                                       
(xxvi) Golden West has disclosed in the Acquisition Agreement its     
dealership arrangements and the amount and terms of any loans to any such       
dealers, all arrangements which generally apply to its dealers, including those 
which provide for rebates, discounts or other payments or concessions to its    
dealers, and the 25 dealers who purchased the greatest number of manufactured   
homes from Golden West during the six month period ended June 25, 1994 and a    
description of the specific arrangements to provide any rebates, discounts or   
other payments or concessions to each such dealer. Such dealer agreements are   
valid and enforceable by Golden West in accordance with their respective terms. 
Neither Golden West nor any other party to such dealer agreements is in default 
in any material respect under the dealer agreements. Except as disclosed to     
Oakwood in the Acquisition Agreement, Golden West has received no communication 
that any dealer has ceased to sell or otherwise deal in manufactured housing, is
experiencing financial difficulties or will cease to do business or materially  
reduce its level of business with Golden West or Oakwood following the closing  
date of the Merger (or is considering the cessation or reduction of such        
business) or that such relationship will be adversely affected by the           
transactions contemplated by the Merger.                                        
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(xxvii) Except as disclosed to Oakwood in the Acquisition Agreement,  
neither Golden West nor its subsidiary is a guarantor or otherwise liable for   
any liability or obligation of any other person.                                
(xxviii) Except as disclosed to Oakwood in the Acquisition Agreement, 
Golden West knows of no impending changes in Golden West's business, assets,    
liabilities, relations with employees, competitive situations or relations with 
suppliers or customers, or of any governmental actions or regulations affecting 
Golden West's business which could have a material adverse effect on the        
business of Golden West, except for general economic conditions, matters having 
a similar effect on Oakwood and Golden West, matters of general knowledge in the
industry of which Oakwood should be aware due to the nature of its business, or 
pending or adopted federal laws and rules and regulations with general          
applicability in the states where Oakwood currently does business.              
    (xxix) To Golden West's knowledge, all of the written information provided
by Golden West and each Golden West Shareholder to Oakwood and their            
representations in the Acquisition Agreement and in the schedules and exhibits  
thereto are true, correct and complete in all material respects and no such     
representation, warranty or statement contains or will contain any untrue       
statement of a material fact or omits or will omit to state any material fact   
necessary to make such representation, warranty or statement not misleading to  
Oakwood.                                                                        
Pursuant to the Acquisition Agreement, Oakwood has also made certain  
representations and warranties, including without limitation representations and
warranties regarding (i) the organization, capitalization and qualification of  
Oakwood and Oakwood Sub; (ii) the authority of Oakwood and Oakwood Sub to enter 
into the Acquisition Agreement and to consummate the transactions thereunder;   
(iii) that the execution of the Acquisition Agreement and the performance of the
transactions contemplated thereby do not conflict with the organizational       
documents of Oakwood or Oakwood Sub or any law, judgment or the equivalent or   
constitute a breach or event of default under any instrument or obligation of   
Oakwood, and do not require obtaining the approval of any governmental entity   
except for that required by the Exchange Act, the Securities Act, the New York  
Stock Exchange, state securities or blue sky laws, the HSR Act and the CGCL;    
(iv) Oakwood has filed all required documents with the Commission, that each of 
Oakwood's financial statements incorporated into this Proxy Statement/Prospectus
was prepared in accordance with generally accepted accounting principles and    
presents fairly the consolidated financial position of Oakwood as of the date   
thereof and that as of September 30, 1993, or any subsequent date for which a   
balance sheet is provided, Oakwood does not have a known material liability     
other than as indicated on the balance sheet and Oakwood's reserves for         
uncollectible receivables and contingent liabilities were adequate; (v) the     
absence of any material adverse change in Oakwood's business that has not been  
disclosed in a report filed by Oakwood with the Commission and Oakwood has not  
entered into any material contracts required to be filed with the Commission    
that have not been so filed; (vi) the absence of any undisclosed material       
threatened or pending litigation or claims against Oakwood or Oakwood Sub; and  
(vii) that Oakwood is not in default or violation of any law, regulation or     
order applicable to Oakwood or its property, except where such violation or     
default would not prevent Oakwood from consummating the Merger and would not    
have a material adverse effect on Oakwood. Oakwood's representations and        
warranties will not survive the Merger and will not give rise to any indemnity  
obligation.                                                                     
TRANSACTION COSTS                                                               
  Golden West will bear the first $100,000 of certain expenses incurred by
Golden West in connection with the Merger and the transactions contemplated by  
the Acquisition Agreement ("Golden West Transaction Expenses") and, in the event
the Commission staff reviews the Registration Statement, any additional         
incremental expenses, not to exceed $50,000, incurred by Golden West's          
accountants and attorneys in responding to such review ("Golden West Review     
Expenses"). Golden West Transaction Expenses include fees and expenses of the   
attorneys, accountants and investment bankers or financial advisors of Golden   
West or any Golden West Shareholder incurred in connection with negotiating,    
drafting and preparing the Acquisition Agreement and the Registration Statement 
(excluding any expenses related to the public offering of Golden West Common    
Stock which was not consummated and any break-up fee due Wedbush Morgan in      
connection therewith), attending the closing of the Merger, the expenses of due 
diligence conducted by Golden West and the expenses relating to the Golden West 
Meeting. The Golden West Shareholders shall bear all Golden West Transaction    
Expenses in excess of $100,000 (exclusive of any Golden West Review Expenses, up
to $50,000) pro rata based on the number of shares of Golden West Capital Stock 
owned by them at the Effective Time. Golden West will bear all Golden West      
Transaction Expenses if the Merger is not consummated.                          
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AMENDMENT AND WAIVER                                                            
    The Acquisition Agreement may be amended by Oakwood, Oakwood Sub or Golden
West at any time before or after approval by the Golden West Shareholders;      
PROVIDED, that after any such approval, no amendment will be made which by law  
requires further approval by such shareholders without such further approval.   
Any such amendment must be in writing and signed on behalf of each of Oakwood,  
Oakwood Sub and Golden West. At any time prior to the Effective Time, Oakwood or
Golden West may, to the extent legally allowed, (i) extend the time for the     
performance of any of the obligations or other acts of the other parties to the 
Acquisition Agreement, (ii) waive any inaccuracies in the representations and   
warranties made by the other party contained in the Acquisition Agreement or in 
any document delivered pursuant thereto or (iii) waive compliance with any of   
the agreements or conditions for the benefit of such party contained in the     
Acquisition Agreement. Unless expressly provided therein, any amendment of the  
Acquisition Agreement prior to the Effective Time will not affect the           
obligations of any Golden West Continuing Shareholder under the Acquisition     
Agreement, as amended.                                                          
TERMINATION                                                                     

     The Acquisition Agreement may be terminated and the Merger abandoned at any
time prior to the Effective Time, before or after the approval of the Merger by 
the Golden West Shareholders, upon the mutual consent of Oakwood and Golden     
West. In addition, the Acquisition Agreement may be terminated and the Merger   
may be abandoned by either Golden West or Oakwood if (i) the Merger has not been
consummated by November 15, 1994; (ii) approval of the shareholders of Golden   
West is not obtained; or (iii) if a federal or state court or governmental or   
administrative agency or commission has taken action prohibiting the            
transactions contemplated by the Acquisition Agreement and such order or action 
has become final and nonappealable. The Acquisition Agreement may be terminated 
and the Merger may be abandoned at any time prior to the Effective Time by      
either Oakwood or Golden West in the event of a material breach by the other    
party of any representation or warranty which would have a material adverse     
effect on such breaching party or in the event of a material breach by the other
party of any covenant or agreement contained in the Agreement which cannot be or
has not been cured within thirty days after the giving of written notice to the 
breaching party of such breach. In addition, Oakwood may terminate the          
Acquisition Agreement if the Merger will not qualify for accounting by Oakwood  
as a pooling of interests under generally accepted accounting principles and    
under the applicable rules and regulations of the Commission.                   

    Golden West has agreed to pay a $500,000 termination fee to Oakwood if the
Merger is not consummated for any reason other than a termination of the        
Acquisition Agreement (a) by Golden West because of a breach by Oakwood of any  
representation or warranty which would have a material adverse effect on Oakwood
or the material breach by Oakwood of any covenant or agreement contained in the 
Acquisition Agreement which cannot be or has not been cured within thirty days  
after the giving of written notice of such breach to Oakwood, (b) by mutual     
consent of Oakwood and Golden West, (c) by Oakwood as a result of Oakwood's     
dissatisfaction with its review of the business and operations of Golden West,  
(d) by Oakwood because the environmental assessment reports disclose            
remediation, clean-up, monitoring or other work deemed advisable by the         
consultant or the results of Oakwood's additional due diligence with respect to 
environmental matters is not satisfactory to Oakwood, or (e) by Oakwood because 
the Merger will not qualify for accounting as a "pooling of interests;" and     
within 120 days of such termination Golden West consummates or enters into or   
agrees to enter into a merger, combination, share exchange or similar           
transaction or sells or otherwise disposes of 50% or more of its assets or 50%  
or more of the Golden West's Capital Stock is acquired by another entity.       

     Golden West may terminate the Acquisition Agreement in the event that prior
to approval of the Merger by the Golden West Shareholders, Golden West receives 
an unsolicited proposal regarding a merger or sale of 50% or more of the assets 
or equity securities of Golden West, and the Golden West Board of Directors     
determines, upon the advice of counsel, that to proceed with the Merger would   
violate its fiduciary duties to the Golden West Shareholders. In such event,    
Golden West is also obligated to pay a $500,000 termination fee to Oakwood.     
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 
OF GOLDEN WEST CAPITAL STOCK
COMMON STOCK                                                                    
   As of August 17, 1994, Golden West Capital Stock was held of record by 35
holders. The following table sets forth certain information concerning the      
beneficial ownership of Golden West's Common Stock as of June 25, 1994, by (i)  
each person who is known by Golden West to own beneficially more than 5% of the 
outstanding shares of Common Stock, (ii) each of Golden West's directors and    
named executive officers and (iii) all Golden West's directors and executive    
officers as a group. Shares outstanding are deemed to include shares of Golden  
West Common and Preferred Stock and shares of Golden West Common Stock issuable 
upon exercise of all conversion rights under the Golden West Deferred           
Compensation Plan.                                                              

                                                        [Enlarge/Download Table]

                                                                                           PERCENTAGE                        
                                                                                               OF      APPROXIMATE NUMBER OF 
                                                                  SHARES OF GOLDEN WEST   GOLDEN WEST    SHARES OF OAKWOOD   
                                                                      CAPITAL STOCK         CAPITAL      COMMON STOCK TO BE  
NAME AND ADDRESS OF BENEFICIAL OWNER (3)                          BENEFICIALLY OWNED (1)     STOCK     RECEIVED IN MERGER (2)
                                                                                                                             
Harry E. Karsten, Jr.............................................          722,800            27.25%           167,038       
Paul A. Karsten (4)..............................................          546,000            20.4             126,180       
Harry E. and Heather J. Karsten Investment Trust.................          520,000            19.6             120,171       
Peter B. Rothschild                                                                                                          
  866 West 18th Street                                                                                                       
  Costa Mesa, CA 92627...........................................          325,000            12.3              75,107       
Celia Golden                                                                                                                 
  46 Whitewater Drive                                                                                                        
  Corona del Mar, CA 92625.......................................          234,000             8.8              54,077       
Frank D. Jacobs (5)..............................................           81,900             3.0              18,927(6)    
Robert D. Totten.................................................           78,000             2.9              18,025       
Robert J. Henry (5)..............................................           64,116             2.4              14,817(6)    
Bruce W. Stoyer (5)..............................................           62,400             2.3              14,420(6)    
John R. Stahr....................................................           61,620             2.3              14,240       
Robert C. Latimer (5)............................................           49,400             1.8              11,416(6)    
Byron L. Williams................................................           24,388             *                 5,636       
Gary R. Mounts...................................................           13,000             *                 3,004       
All directors and executive officers as a group (11                                                                          
  persons)(7)....................................................        1,807,624            63.0%            417,737       

* Less than 1%                                                                
(1) Unless otherwise indicated, the persons named in the table have sole voting 
and sole investment power with respect to all shares beneficially owned,
subject to applicable community property laws.                          
(2) No beneficial owner will own more than 1% of the issued and outstanding     
Oakwood Common Stock following the Merger.                              
(3) The address of Messrs. H. Karsten, P. Karsten, Totten, Jacobs, Stahr, Henry,
Stoyer, Latimer, Williams and Mounts is c/o Golden West Homes, 1801 East
Edinger, Suite 240, Santa Ana, California 92705.                        
(4) Includes 520,000 shares of Golden West Common Stock beneficially owned as   
the trustee of the Harry E. and Heather J. Karsten Investment Trust and 
   26,000 shares of Golden West Common Stock reserved for issuance under stock
options exercisable within sixty days of the date hereof.               
(5) Includes 39,000 shares of Golden West Common Stock reserved for issuance    
under stock options exercisable within sixty days of the date hereof.   
(6) Includes 9,012 shares of Oakwood Common Stock reserved for issuance under   
stock options exercisable within sixty days of the date hereof.         
(7) The number of shares beneficially owned by the directors and executive      
    officers as a group includes 221,000 shares (51,072 shares of Oakwood Common
Stock following the Merger) of Golden West Common Stock reserved for    
issuance under stock options exercisable within sixty days of the date  
hereof but excludes 91,000 shares (21,030 shares of Oakwood Common Stock
following the Merger) reserved under options which become exercisable   
 thereafter and excludes (i) any shares under Golden West's ESOP since the
  contributions to the ESOP will not be allocated to any employees until the
   last day of the ESOP plan year (calendar year basis) and (ii) 65,000 shares
(15,021 shares of Oakwood Common Stock following the Merger) held by the
401(k) Plan.                                                            
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SELECTED CONSOLIDATED FINANCIAL INFORMATION 
OF GOLDEN WEST
The selected consolidated financial data as of December 26, 1992 and  
December 25, 1993 and for the years ended December 28, 1991, December 26, 1992  
and December 25, 1993 are derived from audited consolidated financial statements
of Golden West included elsewhere in this Prospectus/Proxy Statement. The       
selected consolidated financial data of Golden West as of December 30, 1989,    
December 29, 1990 and December 28, 1991 and for the years ended December 30,    
1989 and December 29, 1990 are derived from audited consolidated financial      
statements of Golden West not included in this Prospectus/Proxy Statement. The  
selected consolidated financial data of Golden West as of and for the six month 
periods ended June 26, 1993 and June 25, 1994 are derived from unaudited        
consolidated financial statements, but have been prepared on the same basis as  
the audited consolidated financial statements included elsewhere herein and, in 
the opinion of Golden West include all adjustments (consisting of only normal   
recurring adjustments) necessary to present fairly the information set forth    
therein. The results for the six months ended June 25, 1994 are not necessarily 
indicative of the results to be expected for the full year ending December 31,  
1994. The following information should be read in conjunction with the          
Consolidated Financial Statements of Golden West and the related notes thereto  
and "Management's Discussion and Analysis of Financial Condition and Results of 
Operations of Golden West" included elsewhere in this Prospectus.               

                                                        [Enlarge/Download Table]

                                                                                                                      SIX   
                                                                                                                    MONTHS  
                                                                                                                     ENDED  
                                                                     FISCAL YEAR ENDED                               JUNE   
                                          DECEMBER 30,   DECEMBER 29,   DECEMBER 28,   DECEMBER 26,   DECEMBER 25,    26,   
                                              1989           1990           1991           1992           1993       1993   
                                                                                                                            
                                                     (IN THOUSANDS, EXCEPT PER SHARE AND SELECTED OPERATING DATA)           
STATEMENT OF INCOME DATA:                                                                                                   
Net sales...............................    $ 82,203       $ 85,344       $ 74,048       $ 74,427       $ 89,564    $40,324 
Cost of sales...........................      68,786         69,842         61,749         62,146         73,248     33,660 
Gross profit............................      13,417         15,502         12,299         12,281         16,316      6,664 
Operating expenses:                                                                                                         
  Selling...............................       5,732          6,251          5,746          5,872          7,687      3,470 
  General and administrative............       5,595          6,282          5,860          5,961          7,068      3,102 
     Total operating expenses...........      11,327         12,533         11,606         11,833         14,755      6,572 
Income from operations..................       2,090          2,969            693            448          1,561         92 
Interest expense, net...................         347            107            231            479            422        222 
Income (loss) before provision (benefit)                                                                                    
  for income taxes and extraordinary                                                                                        
  item..................................       1,743          2,862            462            (31)         1,139       (130)
Provision (benefit) for income taxes....         737          1,180            222             26            486        (34)
Income (loss) before extraordinary                                                                                          
  item..................................       1,006          1,682            240            (57)           653            
Extraordinary item, gain from retirement                                                                                    
  of debt...............................          --             --             --             90             --         -- 
Net income (loss).......................       1,006          1,682            240             33            653        (96)
Net income (loss) per common and                                                                                            
  equivalent share (1)..................    $    .29       $    .49       $    .07       $    .01       $    .19    $  (.08)
Weighted average common and equivalent                                                                                      
  shares outstanding (1)................       3,432          3,441          3,483          3,502          3,474    1,235(2)


                                           JUNE                                                                             
                                            25,                                                                             
                                           1994                                                                             
                                                                                                                            

STATEMENT OF INCOME DATA:                                                                                                   
Net sales...............................  $55,875                                                                           
Cost of sales...........................   44,553                                                                           
Gross profit............................   11,322                                                                           
Operating expenses:                                                                                                         
  Selling...............................    4,857                                                                           
  General and administrative............    4,581                                                                           
     Total operating expenses...........    9,438                                                                           
Income from operations..................    1,884                                                                           
Interest expense, net...................      213                                                                           
Income (loss) before provision (benefit)                                                                                    
  for income taxes and extraordinary                                                                                        
  item..................................    1,671                                                                           
Provision (benefit) for income taxes....      683                                                                           
Income (loss) before extraordinary                                                                                          
  item..................................                                                                                    
Extraordinary item, gain from retirement                                                                                    
  of debt...............................       --                                                                           
Net income (loss).......................      988                                                                           
Net income (loss) per common and                                                                                            
  equivalent share (1)..................  $   .34                                                                           
Weighted average common and equivalent                                                                                      
  shares outstanding (1)................    2,867                                                                           

                                                        [Enlarge/Download Table]

                                                                                                                        AS OF 
                                                                               AS OF                                    JUNE  
                                                DECEMBER 30,  DECEMBER 29,  DECEMBER 28,   DECEMBER 26,  DECEMBER 25,    25,  
                                                    1989          1990          1991           1992          1993       1994  
                                                                                                                              
                                                                                (IN THOUSANDS)                                
BALANCE SHEET DATA:                                                                                                           
Cash and short-term investments................   $  4,106      $  4,609      $  3,674       $  2,929      $  2,431    $ 1,403
Working capital................................      3,122         4,268         3,308          2,184         2,918      3,696
Total assets...................................     19,761        18,727        22,759         21,654        27,545     28,967
Long-term debt, net of current portion.........      4,500         3,500         7,315          6,201         6,706      7,228
Shareholders' equity...........................      5,889         7,571         7,811          7,844         7,347      8,433

(FOOTNOTES ON FOLLOWING PAGE)                                                   

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(1) Adjusted to give effect to the conversion into Golden West Common Stock of  
    all outstanding Golden West Preferred Stock and rights under the Golden West
   Deferred Compensation Plan. Common share equivalents include 650,000 shares
    of Golden West Common Stock issuable upon conversion of Series B Convertible
Preferred Stock. The Series B Convertible Preferred Stock was retired by
Golden West in November 1993.                                           
(2) Excludes common stock equivalents of approximately 2,080,000 shares as their
inclusion would have the effect of decreasing the loss per share amount 
otherwise computed.                                                     
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS OF GOLDEN WEST
    The following information should be read in conjunction with Golden West's
historical financial statements included elsewhere in this Prospectus/Proxy     
Statement and the information set forth under "Selected Consolidated Financial  
and Operating Data of Golden West."                                             
OVERVIEW                                                                        
     Golden West designs, produces and sells high quality manufactured homes. As
of June 25, 1994, Golden West sold its homes through approximately 170          
independent retailers in eleven western states. Golden West believes that it is 
among the four largest producers of multi-section manufactured homes in its     
primary markets of Oregon, Washington and California. Golden West currently     
operates three manufacturing facilities, one each in Oregon, Northern California
and Southern California. In March 1994, Golden West acquired a fourth factory in
Colorado which is expected to start production by September 1994.               
    Golden West's business is highly cyclical and is influenced by many of the
same national and regional economic and demographic factors that impact the     
United States housing market generally, including inflation, interest rates,    
availability of financing, regional population and employment trends and general
and regional economic conditions, as well as the availability of alternative    
housing. In addition, Golden West is affected by the seasonal buying patterns of
purchasers of manufactured homes. A disproportionate share of Golden West's     
total annual orders are received during the months of March through October.    
  Golden West's growth strategy has been to expand its market share in its
primary markets of Oregon, Washington and California while entering into new    
markets in additional western and southwestern states. From fiscal 1992 to      
fiscal 1993, shipments of Golden West's manufactured homes have increased from  
2,215 to 2,494, respectively, or 12.6%. This growth was primarily due to a      
significant increase in demand for manufactured housing in two of Golden West's 
primary markets, Oregon and Washington, and Golden West's expansion into the    
Idaho, Utah, New Mexico and Colorado markets, which more than offset decreases  
in demand in California. Golden West's Fort Morgan, Colorado facility was       
acquired to facilitate Golden West's expansion into certain western and         
southwestern markets and to take advantage of the growth in those markets. The  
Colorado facility is expected to supply homes to Oakwood sales centers now open 
and to be opened in areas which can be efficiently served by the Fort Morgan    
facility.                                                                       
The increase in demand for manufactured housing, particularly in the  
Pacific Northwest, has had, and is expected to continue to have, a favorable    
effect on net sales. However, because the optimal distance to ship a home is    
within 300 miles of the manufacturing facility, sales outside this 300 mile     
radius involve higher shipping costs, some of which may be absorbed by Golden   
West and may decrease Golden West's profit margins on those sales. The Albany,  
Oregon manufacturing facility, which primarily serves the Pacific Northwest     
region and the northern portion of the Mountain region, is currently operating  
at or near capacity. To meet the increasing demand in the Pacific Northwest     
region, Golden West transports homes to that region from its Sacramento,        
California manufacturing facility. During the year ended December 25, 1993,     
Golden West increased production capacity at its existing factories primarily   
through improved operating efficiency.                                          
  Golden West's results of operations for fiscal 1991 were affected by the
poor operating results of Golden West's two Southern California manufacturing   
facilities. These two facilities were consolidated into Golden West's Perris,   
California facility beginning in the second half of fiscal 1991 and continuing  
into fiscal 1992. Golden West's results of operations for fiscal 1992 were      
affected by costs associated with this consolidation and the start-up of the    
Perris facility.                                                                
     As part of Golden West's growth strategy, Golden West began in late 1993 to
vertically integrate by opening select retail operations and starting Golden    
Circle Financial. The impact of these new operations was to increase selling    
expenses and                                                                    
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general and administrative expenses without commensurate increases in sales in  
the third and fourth quarters of 1993 and the first six months of 1994,         
resulting in a decrease in operating profits. For the six months ended June 25, 
1994, the retail operations contributed net sales of approximately $4.3 million,
increased selling expenses by approximately $600,000 and incurred an operating  
loss of approximately $179,000. In the first six months of 1994, Golden Circle  
Financial's operations increased revenues by approximately $360,000, increased  
general and administrative expenses by approximately $310,000 and had operating 
income of approximately $10,000.                                                
Golden West also incurred approximately $165,000 in general and       
administrative expenses in 1993 in connection with the start-up of Golden Circle
Financial. Golden West believes that the ability to finance the sale of Golden  
West's homes through Golden Circle Financial will have a favorable impact on its
net sales.                                                                      
RESULTS OF OPERATIONS                                                           
  The following table sets forth certain consolidated statements of income
data as a percentage of net sales for the periods indicated.                    

                                                        [Enlarge/Download Table]

                                                                             FISCAL YEAR ENDED                SIX MONTHS ENDED  
                                                                 DECEMBER 28,   DECEMBER 26,   DECEMBER 25,  JUNE 26,   JUNE 25,
                                                                     1991           1992           1993        1993       1994  
                                                                                                                                
Net sales.......................................................     100.0%         100.0%         100.0%      100.0%     100.0%
Cost of sales...................................................      83.4           83.5           81.8        83.5       79.7 
Gross profit....................................................      16.6           16.5           18.2        16.5       20.3 
Selling expenses................................................       7.8            7.9            8.5         8.6        8.7 
General and administrative expenses.............................       7.9            8.0            7.9         7.7        8.2 
Income from operations..........................................       0.9            0.6            1.8         0.2        3.4 
Interest expense, net...........................................       0.3            0.6            0.5         0.5        0.4 
Income (loss) before provision (benefit) for income taxes.......       0.6             --            1.3        (0.3)       3.0 
Provision (benefit) for income taxes............................       0.3             --            0.6        (0.1)       1.2 
Net income (loss)...............................................       0.3%            --%           0.7%       (0.2)%      1.8%

     SIX MONTHS ENDED JUNE 25, 1994 AND JUNE 26, 1993. Net sales increased 38.6%
to $55.9 million for the six months ended June 25, 1994 from $40.3 million for  
the six months ended June 26, 1993. Unit sales increased 27.6% to 1,448 homes   
for the first half 1994 quarter from 1,135 in the comparable period in 1993. The
sales volume increases in 1994 were due principally to the continued strong     
demand for manufactured housing in the Western United States and increased      
market share in those markets into which Golden West has recently entered.      
Demand for manufactured housing also increased in California, which Golden West 
believes is partly attributable to the earthquake in Northridge, California in  
January 1994. Sales volume also increased in the first six months of 1994 due to
the increased number of retailers selling Golden West's homes in 1994,          
particularly in new markets, as compared to the first six months of 1993. The   
increase in sales in the Pacific Northwest was supplied by the Albany factory,  
which increased its production significantly from the first half of 1993 to the 
first half of 1994, and to a lesser extent by the Sacramento factory. In        
addition, the increase in net sales was due to an increase in the average       
selling price of Golden West's homes to offset higher lumber costs and changes  
in product mix.                                                                 
   Gross profit for the six months ended June 25, 1994 was $11.3 million, an
increase of $4.7 million or 70.0% compared to the same period last year. As a   
percentage of net sales, the gross profit margin rose to 20.3% in the six months
ended June 25, 1994 from 16.5% in the like period in 1993. The improved margin  
was due primarily to greater operating efficiencies associated with a higher    
sales volume which permits Golden West to achieve a more consistent production  
cycle. In addition, the 1993 period was negatively impacted by a rapid rise in  
the cost of lumber only a portion of which could be passed on in the form of    
sales price increases.                                                          
  Selling expenses consist primarily of sales personnel, warranty service,
promotional and freight costs. Selling expenses were $4.9 million or 8.7% of    
sales for the 1994 period compared to $3.5 million, or 8.6% of sales for the    
same period in 1993. The increase in expenditures was mainly a result of the    
higher sales volume and costs associated with expanding sales in the Mountain   
and Southwest states, including additional sales personnel, travel, promotion   
and freight costs absorbed by Golden West. The increase in selling expenses was 
also attributable to Golden West recently commencing retail operations in three 
locations. The new retail operations consist of two retail sales lots in Idaho  
(opened August 1993 and February 1994) and a retail sales lot in Orange County, 
California (acquired February 1994). The cost of operating the retail operations
is                                                                              
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principally reflected in selling expenses. During the start-up phase of such    
operations, Golden West experienced increased selling expenses without a        
commensurate increase in sales.                                                 
   General and administrative expenses increased by $1.5 million or 47.4% to
$4.6 million in the first six months of 1994 from $3.1 million in the same      
period in 1993. As a percentage of net sales, these expenses were 8.2% in 1994  
and 7.7% in 1993. The increase in dollars expended was attributable to operating
expenses of the recently formed Golden Circle Financial subsidiary, higher      
profit based management incentive compensation, additional personnel,           
implementation of an employee stock ownership plan, and other related costs     
needed to support the higher operating levels and the continuing implementation 
of the TQM process.                                                             
Interest expense, net, was comparable in each of the six month periods
presented.                                                                      
  The provision for income taxes during the six months ended June 25, 1994
was $683,000 as compared to a benefit of $34,000 in the six months ended June   
26, 1993. The increase in the income tax provision was due to profits in 1994.  
   FISCAL YEARS ENDED DECEMBER 25, 1993 AND DECEMBER 26, 1992. Net sales for
the year ended December 25, 1993 increased 20.3% to $89.6 million from $74.4    
million for the fiscal year ended December 26, 1992. Golden West's unit sales   
also rose to 2,494 homes in fiscal 1993 from 2,215 in fiscal 1992, an increase  
of 12.6%. The increase was principally due to (i) significant growth in demand  
in the Pacific Northwest, (ii) Golden West's increased market share in that     
region and (iii) Golden West's successful marketing efforts in the Mountain     
states. The Pacific Northwest states were principally supplied by increased     
production at Golden West's Albany, Oregon factory, which was operating at or   
near capacity much of the year, and by production from the Sacramento,          
California facility. Golden West's growth in the Mountain and Southwest states  
was supplied by production at Golden West's Sacramento and Perris, California   
facilities. The increase in unit sales was partially offset by a decrease in    
unit sales in California resulting primarily from the effects of depressed      
conditions in that state. The increase in net sales was also due to an increase 
in average selling prices in 1993 compared to 1992. Average selling prices      
increased primarily as a result of increases in selling prices to offset        
increased lumber costs and a shift in product mix towards higher priced homes.  
Gross profit for the year ended December 25, 1993 was $16.3 million, a
32.9% increase from $12.3 million for the year ended December 26, 1992. Gross   
profit margin improved to 18.2% in fiscal 1993 from 16.5% in fiscal 1992. The   
higher profit margin was attributable to improved operating efficiencies        
associated with a higher sales volume. The fiscal 1993 improvement was partially
offset by an increase in materials costs, as a percentage of net sales, caused  
by higher lumber costs and the introduction of competitively priced products for
the Mountain states. The improvement in gross profit margin between periods was 
partially attributable to unusually high manufacturing overhead and labor costs 
in 1992 due to the consolidation of Golden West's two Southern California plants
into the Perris manufacturing facility beginning in the second half of 1991.    
     Selling expenses increased 30.9% to $7.7 million in fiscal 1993 as compared
to $5.9 million in fiscal 1992. As a percentage of net sales, these costs were  
8.5% in fiscal 1993 compared to 7.9% in fiscal 1992. The increase in 1993 was   
attributable to the higher volume, freight, sales personnel and other expenses  
relating to expanding sales in the Mountain states. Increased freight costs in  
1993 were primarily attributable to higher shipping costs incurred by Golden    
West to ship homes from Golden West's Sacramento facility to satisfy demand in  
excess of capacity of the Albany factory in the Pacific Northwest.              
    General and administrative expenses were $7.1 million or 7.9% of net sales
in fiscal 1993 as compared to $6.0 million or 8.0% of net sales in fiscal 1992. 
The increase in dollars expended in 1993 is substantially due to higher profit  
based management incentive compensation, costs associated with the start-up of  
Golden West's retail finance subsidiary, Golden Circle Financial, and           
implementation of a total quality management process.                           
Interest expense, net, for fiscal 1993 declined 20.2% to $517,000 from
$648,000 for fiscal 1992, resulting primarily from the prepayment of a $1.0     
million note in late 1992.                                                      
The provision for income taxes increased $460,000 to $486,000 for the 
fiscal year ended December 25, 1993 from $26,000 for the fiscal year ended      
December 26, 1992. The increase was due to the higher income for fiscal 1993 as 
compared to fiscal 1992. During 1992, Golden West prepaid a $1.0 million note   
for $850,000 resulting in an extraordinary gain of $90,000, net of a $60,000    
income tax provision.                                                           
   FISCAL YEARS ENDED DECEMBER 26, 1992 AND DECEMBER 28, 1991. Net sales for
the year ended December 26, 1992 were $74.4 million as compared to $74.0 million
for the year ended December 28, 1991. Unit sales declined 6.7% to 2,215 in      
fiscal 1992 from 2,375 in the prior year. Net sales increased as a result of an 
increase in average selling prices due to increased prices to offset rising     
lumber costs in the fourth quarter of fiscal 1992 and a shift in product mix    
toward higher priced homes                                                      
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in 1992. Unit sales declined as a result of a decrease in sales in California of
389 units. This decrease was offset by an increase in unit sales in the Pacific 
Northwest of 232 units. The increased volume in the Pacific Northwest was       
supplied by increased production at the Albany factory.                         
   Gross profit of $12.3 million and gross profit margin of 16.5% for fiscal
1992 were comparable to fiscal 1991. Selling expenses increased 2.2% to $5.9    
million in fiscal 1992 from $5.7 million in fiscal 1991, primarily due to a     
concerted Company effort, through increased employee overtime and increased use 
of outside contractors, to improve customer satisfaction by reducing response   
time for warranty service calls. General and administrative expenses for fiscal 
1992 of $6.0 million were comparable to fiscal 1991.                            
 Interest expense, net, for fiscal 1992 increased 22.5% to $648,000 from
$529,000 for fiscal 1991, due primarily to the $5.3 million in industrial       
revenue bond financing obtained in October 1991. This financing was incurred in 
connection with the purchase of the Perris manufacturing facility and the       
consolidation of Golden West's then existing two Southern California            
manufacturing facilities into the Perris facility. The increase in interest     
expense was partially offset by the assumption of $1.4 million of indebtedness  
by the buyer of Golden West's Chino, California facility in October 1991.       
     The provision for income taxes decreased $196,000 to $26,000 in fiscal 1992
compared to $222,000 in fiscal 1991. The reduction was a result of lower income 
in fiscal 1992 as compared to fiscal 1991. In fiscal 1992, Golden West had an   
extraordinary gain of $90,000, net of a $60,000 income tax provision, in        
connection with the prepayment of a $1.0 million note.                          
LIQUIDITY AND CAPITAL RESOURCES                                                 
  Golden West's principal sources of funds are cash flows from operations,
borrowings under its revolving line of credit and the sale of installment sale  
contracts. Golden West's primary capital requirements are for operating         
activities, installment sale financing, capital expenditures and acquisition and
start-up expenditures for manufacturing facilities.                             
    As of June 25, 1994, Golden West had working capital of $3.7 million. Cash
flows provided (used) by operating activities for the six months ended June 25, 
1994 and June 26, 1993 were $1,380,000 and ($1,912,000), respectively. The      
increase in cash flows from operating activities in the first six months of 1994
was mainly attributable to the profit for the first six months of 1994,         
increases in accounts payable due to timing of payments and increases in accrued
expenses due to higher payroll related costs. The decline in cash flows for the 
first six months of 1993 was primarily a result of increases in accounts        
receivable due to higher sales in June 1993 compared to December 1992.          
Substantially all of the $2.7 million finished goods inventory as of June 25,   
1994 was associated with Golden West's retail operations, including an $1.7     
million increase attributable to such operations during the first half of fiscal
1994. Golden West also reduced its revolving line of credit debt by $1,500,000  
during the six months ended June 25, 1994 with cash provided by operating       
activities.                                                                     
     Capital expenditures for the first six months ended June 1994 and June 1993
were $642,000 and $246,000, respectively. Expenditures were primarily for       
purchases of property, plant, equipment and betterments to improve operating    
efficiency. However, included in the June 1994 amount is the purchase of a      
manufacturing facility in Colorado for $1,050,000 of which the seller financed  
$850,000 of the cost. In accordance with generally accepted accounting          
principles, only the $200,000 down payment is considered in capital expenditures
in the Consolidated Statements of Cash Flows.                                   

     As of December 25, 1993, Golden West had working capital of $2.9 million as
compared to $2.2 million and $3.3 million as of December 26, 1992 and December  
28, 1991, respectively. Cash flows provided (used) by operating activities for  
fiscal years 1993, 1992 and 1991 were $(603,000), $1.2 million and $967,000,    
respectively. The decrease in cash flows from operating activities in fiscal    
1993 was primarily due to increased capital requirements to fund the growth of  
Golden Circle Financial's portfolio of installment sale contracts, an increase  
in accounts receivable as of fiscal 1993 year end due to higher December 1993   
sales as compared to December 1992 sales, higher finished goods inventories as  
of December 25, 1993 for Golden West's retail operations in Idaho, higher raw   
materials purchased to support increased sales volume and higher finished goods 
inventories in Sacramento due to inclement weather in its Mountain service area.
These uses of cash were partially offset by an increase in accounts payable     
resulting from increased purchases of inventory and the timing of payments, an  
increase in accrued expenses due to higher dealer volume bonuses and higher     
accrued payroll caused by the increase in management incentive compensation and 
an increase in the number of employees.                                         

  Capital expenditures for fiscal years 1993, 1992 and 1991 were $715,000,
$319,000 and $2.5 million, respectively. Expenditures in 1993 and 1992 were     
mainly for normal property, plant and equipment and betterments to improve      
operational efficiency. The large amount of capital expenditures in fiscal 1991 
was primarily due to a $1.3 million purchase of an                              
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additional manufacturing facility in Albany, Oregon to expand production        
capacity for the growing Pacific Northwest market, as well as other normal      
property, plant and equipment additions. In addition to the $2.5 million cash   
expenditures in 1991, Golden West acquired a manufacturing facility in Perris,  
California (valued at $5.2 million) from a non-employee shareholder in a tax    
free exchange for its Chino, California manufacturing facility (with a net book 
value of $2.5 million). In connection with the exchange, the shareholder assumed
a $1.4 million mortgage on the Chino facility from Golden West, and Golden West 
issued a note payable to the shareholder for $4.2 million. The $4.2 million note
payable was subsequently repaid from the proceeds of the industrial revenue bond
financing. The Perris, California facility was acquired to consolidate two      
then-existing manufacturing plants in Southern California.                      
Golden West commenced operations of Golden Circle Financial in October
1993. During fiscal 1993, Golden West incurred approximately $165,000 in        
expenses in connection with the start-up of its finance business, all of which  
are reflected in general and administrative expenses. Golden Circle Financial   
currently provides installment sale financing (of the manufactured home), which 
financing is typically sold to a third party financial institution. Golden West 
plans to expand Golden Circle Financial's operations to also provide mortgage   
financing (of the manufactured home together with land) to buyers of Golden     
West's homes. In addition, Golden West is currently pursuing additional credit  
facilities to meet the capital requirements of significant expansion of its     
financing operations.                                                           

   Golden West has a $3.0 million revolving line of credit with a major bank
which provides for borrowings of up to 80% of Golden West's eligible accounts   
receivable. Borrowings under this facility are collateralized by Golden West's  
accounts receivable and inventories, and the loan agreement contains certain    
financial covenants. The line of credit was recently extended through May 1995. 
As of June 25, 1994, there was no outstanding balance under the line of credit. 

   As of June 25, 1994, Golden West had net operating loss carryforwards for
federal and state tax reporting purposes of approximately $6.2 million and      
$800,000, respectively. These loss carryforwards, which are subject to annual   
limitations of approximately $775,000, are available to offset future taxable   
income through the year 2002 for both federal and state purposes. See Note 5 of 
Notes to Consolidated Financial Statements.                                     
    Golden West believes that current working capital, amounts available under
its $3.0 million revolving line of credit and funds from the sale of installment
sale contracts will be sufficient to fund Golden West's operations and expansion
plans during fiscal 1994.                                                       
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QUARTERLY OPERATING RESULTS                                                     
    The following table sets forth certain unaudited operating information for
the fiscal years ended December 26, 1992 and December 25, 1993 and the first two
quarters of the fiscal year ending December 31, 1994. The unaudited quarterly   
information includes all adjustments, consisting of normal recurring            
adjustments, which management considers necessary for a fair presentation of the
information shown. The operating results for any quarter are not necessarily    
indicative of results of any future period.                                     

                                                        [Enlarge/Download Table]

                                                                         FIRST     SECOND      THIRD     FOURTH             
                                                                        QUARTER    QUARTER    QUARTER    QUARTER     TOTAL  
                                                                                                                            
                                                                               (IN THOUSANDS, EXCEPT PER SHARE DATA)        
FISCAL YEAR ENDED DECEMBER 26, 1992                                                                                         
  Net sales............................................................ $17,536    $19,464    $17,750    $19,677    $74,427 
  Gross profit.........................................................   2,557      3,241      3,124      3,359     12,281 
  Income (loss) from operations........................................    (490)       340        154        444        448 
  Net income (loss)(1).................................................    (369)       125         10        177        (57)
  Net income (loss) per common and equivalent share (1)(2)(3)..........    (.26)       .04        .00        .05       (.02)
  Weighted average number of common and equivalent shares outstanding                                                       
     (2)(3)............................................................   1,417(4)   3,500      3,502      3,503      3,502 
  Total homes sold.....................................................     545        580        517        573      2,215 
FISCAL YEAR ENDED DECEMBER 25, 1993                                                                                         
  Net sales............................................................ $17,726    $22,598    $23,954    $25,286    $89,564 
  Gross profit.........................................................   2,813      3,850      4,628      5,025     16,316 
  Income (loss) from operations........................................    (216)       309        829        639      1,561 
  Net income (loss)....................................................    (197)       101        429        320        653 
  Net income (loss) per common and equivalent share (2)(3).............    (.14)       .03        .12        .10        .19 
  Weighted average number of common and equivalent shares outstanding                                                       
     (2)(3)............................................................   1,417(4)   3,511      3,519      3,312      3,474 
  Total homes sold.....................................................     504        631        657        702      2,494 
FISCAL YEAR ENDING DECEMBER 31, 1994                                                                                        
  Net sales............................................................ $25,291    $30,584                                  
  Gross profit.........................................................   4,720      6,602                                  
  Income from operations...............................................     419      1,465                                  
  Net income...........................................................     182        806                                  
  Net income per common and equivalent share (3).......................     .06        .28                                  
  Weighted average number of common and equivalent shares outstanding                                                       
     (3)...............................................................   2,975      2,929                                  
  Total homes sold.....................................................     667        781                                  

(1) Before extraordinary gain of $90,000 (net of income taxes of $60,000) or    
$.03 per share in the fourth quarter.                                   
(2) The computations of net income per common and equivalent share and weighted 
    average number of common and equivalent shares outstanding are different for
the year in total as compared to the quarters due to the exclusion of   
  certain antidilutive equivalent shares in certain quarters as described in
footnote 4.                                                             
(3) Adjusted to give effect to the conversion into Common Stock of all          
outstanding Preferred Stock and certain rights under the Deferred       
Compensation Plan. Common share equivalents included 650,000 shares of  
Common Stock issuable upon conversion of Series B Convertible Preferred 
  Stock. The Series B Convertible Preferred Stock was retired by Golden West
in November 1993.                                                       
(4) Excludes common stock equivalents of approximately 2,080,000 shares as their
inclusion would have the effect of decreasing the loss per share amount 
otherwise computed.                                                     
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BUSINESS OF GOLDEN WEST 
GENERAL                                                                         
Golden West designs, produces and sells high quality multi-section    
manufactured homes for the western and portions of the southwestern regions of  
the United States. Golden West operates three factories in Sacramento and       
Perris, California and Albany, Oregon that produce homes primarily for the      
Oregon, Washington and California markets and is among the four largest         
producers of manufactured homes in these states. Golden West acquired a fourth  
factory in Colorado in March 1994, which is expected to start production in     
September 1994. Golden West's homes are sold principally under eight brand names
through approximately 170 independent retailers, of which approximately 80      
retailers sell Golden West homes exclusively. Retailers include both            
manufactured home dealers and developers of manufactured home communities.      
  Golden West manufactures homes designed as permanent, primary residences
ready for immediate occupancy. Most of Golden West's homes are constructed in   
multiple sections at its factories to meet the home buyer's specifications,     
which sections are then transported by independent trucking companies to the    
homesites. Each home offers amenities comparable to those of site-built homes,  
such as a family room, kitchen, dining room, living room, two or more bedrooms, 
two full bathrooms and walk-in closets, as well as features such as drywall,    
hardwood cabinetry, vaulted ceilings, sky lights, central heating and air       
conditioning and national brand appliances. Home buyers may also choose to      
include items such as a fireplace, microwave oven, intercom, wet bar and energy 
conservation options. All Golden West primary residences are produced to meet or
exceed the Department of Housing and Urban Development's ("HUD") safety and     
construction standards which emphasize durability and reduced energy            
consumption. Golden West believes its multi-section homes have gained a         
reputation for quality and are accepted as an affordable ownership alternative  
to site-built homes, townhouses, condominiums and apartments.                   
  Golden West focuses on moderate to high price multi-section manufactured
housing with primary residence homes ranging in size from approximately 800 to  
2,500 square feet and generally selling at retail prices of $40,000 to $150,000,
excluding land. Recently, Golden West expanded its product line to include      
smaller homes designed as second or vacation homes.                             
HISTORY                                                                         
  Golden West Homes was incorporated in California and began operations in
1965 and its Common Stock was publicly traded from 1969 through 1986. In 1986,  
Golden West was acquired by a subsidiary of the William Lyon Company, a         
residential developer. In 1988, Golden West was acquired in a leveraged buy-out 
by The Karsten Company. The Karsten Company, founded at the time of the         
leveraged buy-out by Harry E. Karsten, Jr., The Karsten Company's President and 
Chief Executive Officer, was formed to function as a holding company and had no 
independent business. The only subsidiaries of The Karsten Company were Golden  
West and Golden Circle Financial, Golden West's finance subsidiary formed in    
1993. In May 1994, The Karsten Company was merged into Golden West, with Golden 
Circle Financial becoming a subsidiary of Golden West.                          
PRODUCTS                                                                        
Golden West offers a wide variety of multi-section manufactured homes 
principally under eight brand names. Innovative and flexible designs and a broad
range of decor and fixture options and several floor plans are available for    
each brand of homes produced. Each manufactured home offers amenities comparable
to and are designed to be similar in appearance and function to site-built      
housing. Exterior design features such as asphalt composition shingled roofs and
wood-type siding, when complemented by on-site improvements such as brick work, 
construction of a garage and landscaping, result in housing that meets not only 
the architectural but also the aesthetic standards of site-built homes. Such    
on-site improvements are provided by independent contractors.                   

Golden West's product development and engineering staff designs homes,
including exteriors and floorplans, with input from plant and sales managers,   
retailers and home owners. The staff also evaluates new materials, construction 
techniques and computer aided technology in a continuous effort to improve      
quality and designs. These efforts allow Golden West to customize floor plans   
and design features to match individual customer preferences.                   

  During 1993, Golden West began offering a line of park models, which are
smaller than typical manufactured homes and contain just under 400 square feet  
and have an average retail price of approximately $22,000. These homes are built
to recreational vehicle standards rather than the HUD building code and are     
designed as a second or vacation home. The park                                 
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models are not presently a significant part of Golden West's net sales, and     
Golden West has no present plans to significantly increase production of the    
park models.                                                                    
MANUFACTURING OPERATIONS                                                        
     Golden West manufactures homes at its three manufacturing facilities. Based
on Golden West's normal manufacturing schedule of one shift per day for a       
five-day week, Golden West believes its three facilities have an aggregate      
production capacity of approximately 7,750 floor sections per year, depending   
upon product mix. Golden West's manufacturing facilities produced 4,952 floor   
sections in fiscal 1993. While the Albany facility was operating at or near     
capacity during fiscal 1993, the Perris and Sacramento facilities had           
significant available capacity during the same period.                          
     On March 14, 1994, Golden West purchased a fourth manufacturing facility in
Fort Morgan, Colorado for approximately $1.1 million. The purchase price and    
expected improvements, equipment, inventory and start-up costs are estimated to 
total approximately $2.7 million. The Colorado facility is expected to start    
production by September 1994 and to eventually add approximately 2,000 floor    
sections to Golden West's annual capacity. Golden West has also recently        
purchased approximately 9.5 acres of land in Idaho as a site for a potential    
additional manufacturing facility.                                              
   Golden West purchases components and materials used in the manufacture of
its homes in the open market and is not dependent upon any particular supplier. 
The principal raw materials purchased by Golden West for use in the construction
of its manufactured homes are lumber, steel, drywall, insulating materials,     
siding materials, roofing materials, home appliances, plumbing fixtures, floor  
coverings and windows. These raw materials are assembled and installed at       
various stages on the production line. Construction of the manufactured homes   
and the plumbing, heating and electrical systems installed in them must comply  
with the standards set by HUD under the National Manufactured Home Construction 
and Safety Standards Act of 1974. These HUD standards stress durability and     
energy conservation. In addition, Golden West has its own extensive quality     
control program.                                                                
REGIONAL MARKETS                                                                
   As of June 25, 1994, Golden West sold its homes through approximately 170
independent retailers in eleven western states. During fiscal years 1991, 1992  
and 1993, approximately 89.4%, 86.9% and 82.5%, respectively, of total Golden   
West manufactured home sales were made in the Oregon, Washington and California 
markets.                                                                        
   Golden West's markets, like the markets for all manufactured housing, are
regional in nature due to the limited distance a manufactured home can be       
transported on a cost effective basis. In cases where Golden West must ship its 
homes more than approximately 300 miles, shipping costs increase, some of which 
may be absorbed by Golden West. Accordingly, Golden West attempts to maintain   
manufacturing facilities which are geographically positioned so as to enable it 
to ship its homes throughout Golden West's various regional markets in a cost   
effective manner. Golden West services its primary markets of Oregon, Washington
and California from its manufacturing facilities in Albany, Oregon, Sacramento, 
California and Perris, California. The Albany facility also supplies homes to   
the Idaho market. The Sacramento facility also supplies homes to parts of the   
Idaho, Nevada and Utah markets, and the Perris facility supplies homes to parts 
of the Arizona, Nevada and Utah markets.                                        
 Golden West's Fort Morgan, Colorado facility was acquired to facilitate
Golden West's expansion into certain western and southwestern markets and to    
take advantage of the growth in those markets. The Colorado facility is expected
to supply homes to Oakwood sales centers now open and to be opened in the area  
which can be efficiently served by the Fort Morgan facility.                    
SALES AND MARKETING                                                             
Golden West produces homes against orders received from dealers and   
developers, and does not generally maintain an inventory of unsold homes. Golden
West usually sells on 10 day payment terms. Typically, production of a home is  
not started until confirmation of approval of financing is received from the    
retailer's wholesale financing source. The retailer makes all sales to home     
buyers and is responsible for transporting the homes to sales locations or the  
buyer's home site. Title passes when the home is shipped from Golden West's     
production facility.                                                            
Retailers provide the principal advertising for sales of Golden West's
homes. Golden West provides selling and advertising assistance to retailers,    
including product brochures, videos and other point-of-sale materials.          
Golden West's ten largest retailers collectively accounted for        
approximately 39.6%, 41.7% and 44.0% of net sales during fiscal 1992 and 1993   
and for the six months ended June 25, 1994, respectively. Golden Pacific Homes, 
which has four                                                                  
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locations in the Pacific Northwest and one location in Idaho, was Golden West's 
largest customer during fiscal 1992 and 1993 and for the six months ended June  
25, 1994, accounting for approximately 10.2%, 14.3% and 16.5% of net sales in   
those periods, respectively. No other single retailer accounted for more than   
5.3% of net sales during these periods. The loss of any major retailer or a     
significant decrease in shipments to one or more of these retailers may have a  
material adverse impact on Golden West's business.                              
    Golden West decided in 1993 to expand into retail operations on a selected
basis by opening its own retail dealerships and by entering into selected       
strategic alliances with its existing retailers. Golden West has commenced      
retail operations at three locations, two in Idaho and one in California.       
WARRANTY, QUALITY CONTROL AND SERVICE                                           
     Golden West attempts to adhere to strict quality standards and continuously
refines its design and production procedures to enhance consumer satisfaction   
and to reduce warranty costs. In addition, in accordance with the construction  
codes promulgated by HUD, an independent HUD approved inspector regularly       
inspects Golden West's manufactured housing at Golden West's manufacturing      
facilities for compliance with these regulations.                               
   Golden West has historically offered a one-year full warranty to the home
buyer and has recently expanded its warranty to include a five-year warranty    
against substantial defects in the basic structure of the manufactured home.    
Most of the components not manufactured by Golden West carry manufacturers'     
warranties running to the benefit of the home buyer. Golden West employs trained
servicemen and hires experienced independent contractors who provide on-site    
warranty service.                                                               
In 1993, Golden West began a total quality management ("TQM") training
process to improve customer satisfaction and reduce defects at all levels within
Golden West. TQM is a process in which all employees are involved in decision   
making to improve productivity and product quality. Golden West's TQM process   
emphasizes customer satisfaction through improved quality control and warranty  
service. One of the expected benefits of the TQM process is the reduction of    
warranty service costs.                                                         
RETAILER FINANCING                                                              
Substantially all of Golden West's retailers finance home inventories 
through wholesale credit lines under which a financial institution provides the 
retailer with a credit line for the purchase price of the home and maintains a  
security interest in the home as collateral. The wholesale credit line is used  
by the retailer to finance the acquisition of its display models, as well as to 
finance the initial purchase of a home from a manufacturer until the home buyer 
has obtained permanent financing or otherwise pays the dealer for the installed 
home. In connection with the wholesale financing arrangement, the financial     
institution requires Golden West to enter into a repurchase agreement with the  
financial institution under which Golden West is obligated, upon default by the 
retailer, to repurchase its homes. Under the terms of such repurchase           
agreements, Golden West agrees to repurchase homes at declining prices over the 
period of the agreement (usually twelve months). If one or more of Golden West's
significant independent retailers were to default on their loan obligations,    
Golden West could be required to repurchase a number of homes, which repurchase 
could have a material adverse effect on Golden West's profitability. At June 25,
1994, Golden West estimates that its contingent liability under repurchase      
agreements was approximately $26 million. During the fiscal years ended December
28, 1991, December 26, 1992 and December 25, 1993 and the six months ended June 
25, 1994, Golden West repurchased approximately $0, $65,000, $186,000 and       
$77,000, respectively, of its homes under repurchase agreements. Historically,  
Golden West has been able to resell most of the homes it has repurchased without
incurring significant losses. The risk of loss under repurchase agreements is   
mitigated by the decline over the period of the repurchase agreement of the     
price Golden West is obligated to pay under such repurchase agreements, sales of
manufactured homes spread over numerous retailers and financing institutions and
the resale value of repurchased homes.                                          
EMPLOYEES                                                                       
 As of June 25, 1994, Golden West employed approximately 768 persons, of
whom 606 were hourly production workers, 26 were production supervisors, 53 were
engaged in sales and service, six were in product development engineering and 77
were in executive, administrative and clerical positions, including seven       
employed by Golden Circle Financial. Golden West's requirements are primarily   
for semi-skilled labor, which Golden West considers to be in adequate supply.   
Most of Golden West's production employees are eligible for incentive           
compensation based upon the achievement of production and other goals. Golden   
West is not a party to any collective bargaining agreement, and considers its   
employee relations to be good.                                                  
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COMPETITION                                                                     
     The manufactured housing industry in the western United States is extremely
competitive, with particular emphasis on price, product features, after-sales   
service, quality and financing terms. Many of Golden West's principal           
competitors have greater capital resources than Golden West. Golden West        
believes that its retailer network in Golden West's primary markets of Oregon,  
Washington and California, name identification, ability to provide home buyer   
financing through its finance subsidiary, emphasis on moderate to high priced   
quality homes and a wide variety of flexible designs and customized features    
permit it to compete effectively in these markets.                              
   Golden West's homes also compete with other forms of housing, such as new
and existing site-built homes, townhouses, condominiums and apartments. Markets 
for manufactured housing are affected by the same factors as are generally      
applicable to the housing market as a whole, including interest rates, the      
availability of financing, inflation, land costs, availability of land, zoning  
restrictions and general economic conditions. Historically, manufactured homes  
have been financed as personal property with financing that has shorter         
maturities and higher interest rates than have been available for site-built    
homes. In recent years, however, there has been a growing trend toward financing
manufactured housing with maturities more similar to those of the financing of  
site-built homes, especially when the manufactured housing is attached to       
permanent foundations on individually-owned lots.                               
GOVERNMENT REGULATION                                                           
   Golden West's manufacture of homes is subject to the National Mobile Home
Construction and Safety Standards Act of 1974. In 1976, HUD promulgated         
regulations under this Act establishing comprehensive national construction     
standards that preempt conflicting state and local regulations. Compliance with 
these HUD regulations enables Golden West to ship manufactured homes built in   
one state to any other state. These HUD standards generally apply to the        
plumbing, heating and electrical systems of each home, as well as to its        
structural integrity, fire safety, wind loads and thermal protection. HUD-      
approved inspection agencies regularly inspect Golden West's manufactured homes 
for compliance with these regulations both during and upon completion of        
construction. Golden West believes that its manufactured homes meet or surpass  
all applicable regulatory requirements.                                         
Golden West's manufactured homes are also subject to local zoning and 
housing regulations. 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 dealer or other person       
installing the home. In addition, in certain cities and counties in areas where 
Golden West'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 Golden   
West's ability to sell manufactured homes for installation in cities and        
counties where they are in effect. Certain of these ordinances and regulations  
have been challenged through the court system in such jurisdictions. However, no
assurance can be given that such challenges will be successful, that such       
challenges will be made to any other such ordinances or regulations or that     
additional similar ordinances or regulations will not be enacted in the future. 
   Bonneville Power, a public electrical utility operating in all or part of
several western states, has agreements with utilities in Oregon, Washington,    
western Idaho and western Montana which provide producers of manufactured       
housing with a subsidy of $2,500 for each manufactured home built in accordance 
with the Manufactured Housing Acquisition Program ("MAP") for installation in   
these areas. MAP is a set of construction specifications and standards designed 
to increase the energy efficiency of manufactured housing, which include        
specifications for insulation and requirements that the manufactured home       
contain certain energy conservation systems. Golden West currently constructs   
all of its manufactured homes sold in areas served by Bonneville Power in       
accordance with MAP, thereby making Golden West eligible to receive the $2,500  
subsidy for such homes. Golden West credits this subsidy against the selling    
price of its homes. MAP was originally scheduled to terminate in October 1994.  
However, due to changes in certain federal standards affecting the manufactured 
housing industry, MAP was recently re-negotiated, reducing the subsidy to       
$1,500, effective in October 1994, and extending the program until 1996.        
  The transportation of manufactured homes on highways is subject to laws,
ordinances and regulations of 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. Golden West's homes are     
transported to homesites by independent trucking companies who are contracted by
the retailer.                                                                   
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     A variety of laws affect the financing of manufactured homes by Golden West
through Golden Circle Financial. 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 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. The Federal Trade Commission regulations also
require disclosure of a manufactured home's insulation specifications.          
Installment sale contracts eligible for inclusion in the Government National    
Mortgage Association Program are subject to the credit underwriting requirements
of the Federal Housing Administration and the Veterans Administration. A variety
of state laws also require licenses to do business and regulate the form of the 
installment sale contracts and the allowable charges pursuant to installment    
sale contracts.                                                                 
 Golden West is also subject to the Magnuson-Moss Warranty/Federal Trade
Commission Improvement Act which regulates the description of warranties on its 
homes.                                                                          
HOME BUYER FINANCING                                                            
 Golden West, through its wholly-owned finance subsidiary, Golden Circle
Financial, finances the sale of certain homes manufactured by Golden West.      
Golden Circle Financial, which started operations in October 1993, currently    
provides installment sale contract financing in all eleven states in which      
Golden West conducts its business. Golden West believes that the ability to     
finance its sales through Golden Circle Financial provides it with a significant
opportunity to share in the profits associated with the financing of its homes  
and a significant competitive advantage over competitors which lack this        
ability. Golden West's ability to finance such sales (i) provides an attractive 
alternative to financing from consumer finance companies and banks (which has   
been available in the past on an inconsistent basis), (ii) provides a new source
of financing to certain creditworthy home buyers who may not otherwise qualify  
for affordable financing from consumer finance companies and banks and (iii)    
allows Golden West to facilitate its retailer's sales by shortening the credit  
decision process and by minimizing the inconvenience to the home buyer of       
obtaining credit.                                                               
     Golden Circle Financial offers fixed rate loan programs to buyers of Golden
West's homes. Down-payment requirements typically range from 5% to 20% of the   
purchase price, and can be made in cash, trade-in value of a previously-owned   
manufactured home or appraised value of equity in any real property underlying  
the home which is pledged as additional collateral. Repayment terms are         
typically 20 years (but range from 7 to 25 years), depending upon the amount    
financed, the amount of the down-payment and the home buyer's credit history.   
Interest rates are fixed within three tiers depending upon the home buyer's     
credit history, down-payment and collateral. Golden Circle Financial's strategy 
is to provide highly competitive financing terms to those Golden West home      
buyers who meet Golden Circle Financial's lending standards with prompt credit  
approvals and funding of loans.                                                 
  All Golden Circle Financial loans are originated through the purchase of
installment sale contracts from Golden West retailers. Golden Circle Financial  
has entered into retailer manufactured housing financing agreements with Golden 
West retailers, specifying that the decision to purchase the installment sale   
contract is in the sole discretion of Golden Circle Financial. Golden Circle    
Financial utilizes the Fair-Isaacs scoring system to facilitate fair and        
equitable rate establishment for its loan programs. This scoring system only    
examines the credit bureau report of the applicant, thereby eliminating         
potentially discriminatory factors from the loan approval process.              
Golden Circle Financial sells, and intends to continue to sell,       
substantially all of its installment sale contracts to third party lending      
institutions. Golden Circle Financial currently has an agreement (the "Purchase 
Agreement") with a national financial institution (the "Purchase Lender") that  
can be terminated by the Purchase Lender on six months notice. The Purchase     
Lender purchases Golden Circle Financial installment sale contracts presented   
that meet the underwriting criteria established in the Purchase Agreement.      
Golden Circle Financial typically sells contracts at a premium to the Purchase  
Lender within 7 days of closing of the financing. The Purchase Lender has the   
right to review all installment sale contracts presented for purchase and to    
reject any installment sale contract for any reason. As of June 25, 1994, the   
Purchase Lender had not rejected any Golden Circle Financial contracts presented
to it. If the Purchase Lender rejects an installment sale contract, Golden      
Circle Financial would then be required to sell such contract to another lending
institution or carry and service such contract itself. Golden Circle Financial  
currently does not have any arrangement or agreement with other lending         
institutions to purchase its installment sale contracts.                        
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Although Golden West's policy is to sell substantially all of its     
installment sale contracts, Golden Circle Financial may from time to time extend
credit to home buyers who do not satisfy the established underwriting criteria  
under the Purchase Agreement. Such credit is extended in circumstances where    
Golden Circle Financial believes the terms and credit risks are favorable       
although outside of the established underwriting criteria or where Golden Circle
Financial believes there to be a valid business reason for extending such       
credit. Where appropriate, Golden Circle Financial seeks the Purchase Lender's  
pre-approval before extending such financing, thereby ensuring that the Purchase
Lender will purchase such installment sale contracts. Installment sale contracts
carried by Golden Circle Financial are subject to normal lending risks and      
Golden Circle Financial may incur costs in servicing delinquent contracts,      
repossessing homes from customers who are unable to cure defaults and attempting
to sell repossessed homes. As of June 25, 1994, a $6,000 reserve was established
on installment sale contracts retained by Golden Circle Financial. Because of   
the limited history of Golden Circle Financial's operations, no assurance can be
given that Golden West will not incur material losses on installment sale       
contracts retained by Golden Circle Financial or that Golden West's reserves    
will be adequate to cover potential losses.                                     
  For the nine month period from inception to June 25, 1994, Golden Circle
Financial had committed to finance approximately $24.8 million of installment   
sales of which $8.8 million were funded. Of the $8.8 million funded contracts,  
approximately $8.6 million have been sold to the Purchase Lender as of the date 
of this Prospectus. Approximately $200,000 of funded loans, which do not meet   
the Purchase Lender's underwriting criteria, have been retained by Golden Circle
Financial. Golden West believes that all of the committed unfunded loans meet   
the Purchase Lender's underwriting criteria and, when funded, will be sold to   
it.                                                                             
 Golden Circle Financial currently funds its operations by selling, on a
non-recourse basis, installment sale contracts in its portfolio to the Purchase 
Lender with funds obtained from Golden West's $3.0 million revolving line of    
credit. As of June 25, 1994, no amount was outstanding under the line of credit.
MANUFACTURING FACILITIES                                                        
     The location and general description of Golden West's production facilities
are as follows:                                                                 

                                                        [Enlarge/Download Table]

                                                                      PRODUCTION AREA              
LOCATION                                                       ACRES    SQUARE FEET    OWNED/LEASED
                                                                                                   
Albany, Oregon (1)............................................ 12.0        81,000         Leased   
Albany, Oregon (1)............................................ 11.1        64,000         Owned    
Sacramento, California........................................ 10.0       106,000         Leased   
Perris, California (2)........................................ 19.1       125,000         Owned    
Fort Morgan, Colorado (3)..................................... 15.0       109,000         Owned    

(1) The two adjacent plants in Albany are considered one facility.              
(2) The Perris facility consists of two buildings of 72,000 and 53,000 square   
feet.                                                                   
(3) The Fort Morgan facility was purchased in March 1994.                       
    In addition to its production facilities, Golden West leases approximately
9,200 square feet of office space for Golden West's headquarters in Santa Ana,  
California. The Albany manufacturing facility lease expires in November 1999,   
the Sacramento manufacturing facility lease expires in April 1996 and the Santa 
Ana corporate headquarters lease expires in January 1999. The leases covering   
the production facilities each include an option to renew the lease for at least
an additional five years. Golden West also leases approximately 2,600 square    
feet of office space for Golden Circle Financial expiring January 1999. Golden  
West leases two retail locations in Idaho and one in California, expiring       
between December 1994 and December 1999.                                        
LEGAL PROCEEDINGS                                                               
  Golden West is, from time to time, involved in litigation arising in the
ordinary course of its business, none of which, in the opinion of Golden West,  
will have a material adverse effect on Golden West's financial position or      
results of operations.                                                          
GOLDEN WEST CAPITAL STOCK                                                       
    Prior to the Merger, there has been no public market for either the Golden
West Common Stock or the Golden West Preferred Stock. Golden West has not paid  
any dividends on any class of Golden West equity securities within the two most 
recent fiscal years.                                                            
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COMPARATIVE RIGHTS OF SHAREHOLDERS
   At the Effective Time of the Merger, Golden West Shareholders (except any
dissenting Golden West Shareholder properly exercising dissenters' rights)      
automatically will become shareholders of Oakwood, and the rights of such       
shareholders will be determined by Oakwood's Articles of Incorporation, Bylaws  
and the North Carolina Business Corporation Act (the "NCBCA"). The following is 
a summary of the material differences in the rights of Golden West Shareholders 
and holders of Oakwood Common Stock.                                            
 AUTHORIZED CAPITAL. The authorized capital stock of Oakwood consists of
100,000,000 shares of Oakwood Common Stock, par value $.50 per share, and       
500,000 shares of Oakwood Preferred Stock, par value $100 per share. As of      
August 19, 1994, 20,471,347 shares of Oakwood Common Stock were issued and      
outstanding. In addition, as of the same date, 2,266,786 shares of Oakwood      
Common Stock were reserved for issuance pursuant to Oakwood's stock option      
plans. The Oakwood Preferred Stock may be issued in one or more series with such
terms, limitations and preferences as may be established by the Board of        
Directors without further shareholder action. No shares of Oakwood Preferred    
Stock are issued or outstanding. In the event of an unsolicited attempt to take 
over Oakwood, it might be possible for the Board of Directors to issue Preferred
Stock with rights which could impede the completion of such a takeover or make  
Oakwood a less attractive takeover candidate.                                   
The authorized capital of Golden West consists of 20,000,000 shares of
Golden West Common Stock and 1,105,000 shares of Golden West Preferred Stock. As
of August 19, 1994, 1,287,000 shares of Golden West Common Stock were issued and
outstanding and 1,105,000 shares of Golden West Preferred Stock were issued and 
outstanding. In addition, 377,000 shares of Golden West Common Stock were       
reserved for future issuance pursuant to Golden West's stock option plans. The  
holders of Golden West Preferred Stock are entitled to receive dividends when   
and as declared by the Board of Directors of Golden West, and no dividend may be
declared on shares of Golden West Common Stock unless an equal dividend per     
share is also declared on the Golden West Preferred Stock. In the event of a    
dissolution or liquidation of Golden West, holders of Golden West Preferred     
Stock are entitled to receive $.77 per share of Golden West Preferred Stock     
before any payments or distributions are made to holders of Golden West Common  
Stock. If the assets of Golden West are insufficient to make such payment, then 
all of the assets of Golden West will be distributed ratably among the holders  
of Golden West Preferred Stock. Each share of Golden West Preferred Stock is    
convertible into one share of Golden West Common Stock, subject to adjustment in
the event of a change in capitalization and subject to immediate conversion in  
the event of a public offering of Golden West Common Stock, the sale or         
conveyance of all or substantially all of the assets of Golden West and on      
September 30, 1995. Holders of Golden West Preferred Stock will, as a result of 
the Merger, become holders of Oakwood Common Stock, and as such will not be     
entitled to preferences with respect to dividends or other distributions on the 
Oakwood Common Stock. The holders of Golden West Preferred and Common Stock are 
each entitled to one vote per share.                                            
  SHAREHOLDER PROTECTION RIGHTS PLAN. In 1991, Oakwood adopted the Oakwood
Shareholder Protection Rights Plan (the "Rights Plan") and distributed to its   
shareholders, with respect to each outstanding share of Oakwood Common Stock    
held, one right (a "Right") to purchase one two-hundredth of a share of         
Oakwood's Junior Participating Class A Preferred Stock, at a purchase price of  
$40. The Rights are attached to the Oakwood Common Stock and are not exercisable
except under the limited circumstances set forth in the Rights Plan relating to 
the acquisition of, or the commencement of a tender offer for, 20% or more of   
the voting power of Oakwood. In the event that a person or group acquires 20% or
more of the Oakwood Common Stock without Oakwood's consent (an "Acquiring       
Person"), each holder of a Right, other than the Acquiring Person, will be      
entitled to acquire, upon payment of the exercise price, that number of shares  
of Oakwood Common Stock having a market value equal to twice the exercise price.
Similarly, if, without the consent of Oakwood, Oakwood is acquired in a merger  
or other business combination transaction, each holder of a Right will be       
entitled to acquire voting shares of the acquiring company having a value of    
twice the exercise price. The Rights may be redeemed at a price of $.01 per     
Right by Oakwood anytime prior to any person or group acquiring 20% or more of  
Oakwood's voting power or certain other triggering events and will expire on    
August 22, 2001. Until the Rights separate from the Oakwood Common Stock, each  
new share of Oakwood Common Stock, including shares issued or issuable pursuant 
to the Merger, will have a Right attached. The Rights do not have voting or     
dividend rights and, until they become exercisable, have no dilutive effect on  
the earnings of Oakwood.                                                        
The Rights will not prevent a takeover of Oakwood, although they may  
discourage a takeover or cause substantial dilution to a person or group that   
acquires 20 percent or more of the Oakwood Common Stock unless the Rights are   
first redeemed by the Board of Directors.                                       
  Golden West has no plan comparable to the Oakwood Shareholder Protection
Rights Plan.                                                                    
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BOARD OF DIRECTORS. Oakwood's Board of Directors is divided into three
classes, each class to consist of as nearly equal a number of directors as      
possible. The Oakwood Board of Directors currently has eleven members. Directors
are elected to three-year terms by a plurality of the votes cast by the holders 
of shares entitled to vote in the election of directors. Holders of Oakwood     
Common Stock do not have cumulative voting rights in the election of directors  
so long as Oakwood has a class of securities registered under the Exchange Act. 
     Oakwood's Bylaws provide that a director may be removed from office with or
without cause by a vote of shareholders holding at least 75% of the shares      
entitled to vote in an election of directors. However, unless the entire Board  
of Directors is removed, an individual director may not be removed if the number
of shares voting against the removal would be sufficient to elect a director if 
such shares were voted cumulatively at an annual election.                      
     Golden West's Bylaws provide that Golden West's Board of Directors consists
of between three and five directors, as designated by either the Golden West    
Board of Directors or the Golden West Shareholders, all of which directors are  
in the same class. The Golden West Board of Directors currently has five members
who serve one-year terms. Under certain circumstances, Golden West Shareholders 
are entitled to cumulative voting rights in the election of directors.          
The CGCL provides that Golden West's Board of Directors may remove any
director who has been declared of unsound mind by an order of court or convicted
of a felony. The CGCL provides that a director of Golden West may be removed    
without cause by a vote of shareholders holding a majority of the shares        
entitled to vote in an election of directors. However, unless the entire Board  
of Directors is removed, an individual director may not be removed if the number
of shares voting against the removal would be sufficient to elect a director if 
such shares were voted cumulatively at an annual election.                      
   MEETINGS OF SHAREHOLDERS. A special meeting of Oakwood's shareholders may
be called by the chief executive officer or the Board of Directors.             
     A special meeting of the Golden West Shareholders may be called at any time
by the Board of Directors, or by the Chairman of the Board, or by the President,
or by one or more shareholders holding shares in the aggregate entitled to cast 
at least 10% of the votes of such meeting.                                      
INSPECTION RIGHTS. Both CGCL and the NCBCA contain provisions granting
shareholders the right to inspect certain records of the Corporation. The NCBCA 
limits the right of inspection to persons who (i) have been shareholders in the 
North Carolina corporation for at least six months immediately preceding the    
demand to inspect the corporation's records or (ii) hold at least 5% of the     
corporation's outstanding shares of any class. In addition, the NCBCA provides  
that a shareholder of a public corporation, such as Oakwood, is not entitled to 
inspect or copy any accounting records of the corporation or any records of the 
corporation with respect to any matter which the corporation determines in good 
faith may, if disclosed, adversely affect the corporation and the conduct of its
business or may, at the time the shareholder's notice of demand is received by  
the corporation, constitute material nonpublic information.                     
Under CGCL, a shareholder or shareholders holding at least 5% in the  
aggregate of the outstanding voting shares of a corporation or who holds at     
least 1% of such voting shares and has filed a Schedule 14B with the Commission 
relating to the election of directors of the corporation has an absolute right  
to inspect and copy the record of shareholder names and addresses and           
shareholdings and/or to obtain from the transfer agent for the corporation a    
list of shareholders who are entitled to vote for the election of directors. In 
addition, the accounting books and records and minutes of proceedings of the    
shareholders and the board of directors and the committees of the board of      
directors are open to inspection upon the written demand to the corporation of  
any shareholder at any reasonable time for a purpose reasonably related to such 
shareholder's interests as a shareholder.                                       
AMENDMENT TO BYLAWS. Oakwood's bylaws provide that the bylaws may be  
amended, altered or repealed by action of the board of directors or the         
shareholders. However, Section 3.2 of the Bylaws, regarding the number, term and
qualification of directors and Section 3.5 of the Bylaws, regarding the removal 
of directors, may not be amended, repealed or annulled except by a vote of the  
shareholders holding at least 75% of the shares of Oakwood entitled to vote.    
   The CGCL provides that Golden West's Bylaws may be amended or repealed by
approval of a majority of the outstanding shares or by the approval of the board
of directors, except that a bylaw specifying or changing a fixed number of      
directors or the maximum or minimum number or changing from a fixed to a        
variable board or vice versa may only be adopted by approval of a majority of   
the outstanding shares. Golden West's Bylaws provide that Golden West's Bylaws  
may be amended or repealed by the vote or written consent of holders of a       
majority of the outstanding shares entitled to vote. Subject to the foregoing   
rights of the shareholders, the Golden West Bylaws may be amended or repealed by
Golden West's Board of Directors.                                               
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF MERGER 
    The following discussion of certain federal income tax consequences of the
Merger is based on the current provisions of the Internal Revenue Code of 1986, 
as amended (the "Code"), applicable Treasury Regulations, judicial authority and
administrative rulings and practice. This discussion, however, does not address 
all aspects of federal income taxation that may be relevant to a particular     
Golden West Shareholder in light of his personal investment circumstances and to
certain types of shareholders subject to special treatment under the federal    
income tax laws (for example, insurance companies, tax exempt organizations,    
financial institutions or broker-dealers, persons who acquired their shares of  
Golden West Capital Stock pursuant to the exercise of a stock option or pursuant
to their deferred compensation arrangement and persons who are not citizens or  
residents of the United States or who are foreign corporations, foreign         
partnerships or foreign estates or trusts) and does not discuss any aspects of  
state, local or foreign taxation. In addition, this discussion does not address 
the conversion of the Golden West Options into options to purchase shares of    
Oakwood Common Stock pursuant to the Merger. Further, this discussion assumes   
that all Golden West Shareholders have held their shares of Golden West Capital 
Stock as capital assets.                                                        
 There can be no assurance that the Internal Revenue Service (the "IRS")
will not take a contrary view to those expressed herein. No ruling from the IRS 
has been or will be sought with respect to any aspect of the Merger. Moreover,  
legislative, judicial or administrative changes or interpretations may be       
forthcoming that could alter or modify the statements and conclusions set forth 
herein. Any such changes or interpretations may or may not be retroactive and   
could affect the tax consequences to Golden West Shareholders.                  
EACH GOLDEN WEST SHAREHOLDER IS URGED TO CONSULT HIS OWN TAX
ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO HIM OF THE MERGER,   
INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL AND FOREIGN
TAX LAWS, AND OF CHANGES IN APPLICABLE TAX LAWS.                      
QUALIFICATION OF THE MERGER AS A TAX-FREE REORGANIZATION                        
Although the matter is not free from doubt and is subject to the      
assumptions in the next sentence, the Merger should be a tax-free reorganization
within the meaning of Section 368(a)(1) of the Code. The foregoing conclusion is
based on certain assumptions, including the following: (i) that the Merger will 
be consummated in accordance with the Acquisition Agreement and the Agreement of
Merger; (ii) that Oakwood has no present plan or intention to liquidate Golden  
West, to merge Golden West with or into another corporation, to sell or         
otherwise dispose of the stock of Golden West, to cause Golden West to issue    
additional shares of its stock that would result in Oakwood's loss of "control" 
of Golden West within the meaning of Section 368(c) of the Code or to cause     
Golden West to sell or dispose of any of its assets except for dispositions made
in the ordinary course of business or which would not cause the Merger to fail  
to satisfy the "continuity of the business enterprise" requirements of Section  
368(a)(1)(A) of the Code; (iii) that following the Effective Time, Golden West  
will hold substantially all of its properties; (iv) that following the Effective
Time, the Golden West Continuing Shareholders will retain the Oakwood Common    
Stock received in the Merger in amounts and for such periods of time as shall be
necessary to satisfy the "continuity of interest" requirements of Section       
368(a)(1)(A) of the Code; and (v) that following the Effective Time, Oakwood    
will not take any actions that would cause the Merger to fail to qualify as a   
reorganization within the meaning of Section 368(a)(1) of the Code.             
     It is a condition to the closing of the Merger that both Oakwood and Golden
West receive an opinion of counsel that the Merger will qualify as a tax free   
reorganization. Such opinions will rely upon the assumptions set forth above,   
among others, and be based upon certain representations to be made by Oakwood,  
Golden West and, in the case of the opinion from Golden West's counsel, the     
principal shareholders of Golden West.                                          
FEDERAL INCOME TAX CONSEQUENCES TO GOLDEN WEST CONTINUING SHAREHOLDERS          
Assuming that the Merger constitutes a tax-free reorganization under  
Section 368(a)(l) of the Code, (i) Golden West Continuing Shareholders (other   
than Golden West Shareholders who exercise their right to dissent) will not     
recognize gain or loss upon the receipt of Oakwood Common Stock in exchange for 
their shares of Golden West Capital Stock; (ii) any Golden West Continuing      
Shareholders receiving cash in lieu of a fractional share of Oakwood Common     
Stock will recognize gain or loss equal to the difference between the amount of 
cash received and the basis he would have had in the fractional share of Oakwood
Common Stock (such gain or loss being a long-term capital gain or loss if the   
shares of Golden West Capital Stock being surrendered for such Oakwood Common   
Stock were held by such Golden West Continuing Shareholder for more than one    
year); and (iii) each Golden West Continuing Shareholder's tax basis in, and    
holding period for, his shares of Golden West Capital Stock will carry over to  
the Oakwood Common Stock received in exchange therefor.                         
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Any Golden West Shareholder who exercises his right to dissent in     
connection with the Merger will recognize capital gain or loss equal to the     
difference between (i) the amount of cash and the fair market value of any other
property received and (ii) the shareholder's tax basis in his shares of Golden  
West Capital Stock.                                                             
If the Merger were not to constitute a reorganization under Section   
368(a)(l) of the Code, each Golden West Continuing Shareholder would recognize  
gain or loss equal to the difference between the fair market value of the       
Oakwood Common Stock received and his basis in his shares of Golden West Capital
Stock. Such gain or loss would be long-term capital gain or loss, provided such 
shares had been held for more than one year.                                    
RIGHTS OF SHAREHOLDERS ELECTING TO EXERCISE THEIR RIGHT TO DISSENT

Under the CGCL, each Golden West Shareholder as of August 19, 1994 is 
entitled to demand and receive payment of the fair value of all or any portion  
of such holder's shares of Golden Capital Stock pursuant to Section 1300 ET SEQ.
of the CGCL owned by such holder if the Merger is consummated. The fair value of
such shares is determined as of the day before the first announcement of the    
terms of the Merger, which occurred on August 19, 1994. Any Shareholder who     
elects to perfect such holder's dissenter's rights and demands payment of the   
fair value of such holder's shares of Golden West Common or Preferred Stock must
strictly comply with Section 1300 ET SEQ. of the CGCL. THE FOLLOWING SUMMARY    
DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SECTIONS 1300 ET SEQ. OF THE CGCL, THE TEXT OF WHICH IS ATTACHED AS             
ANNEX II TO                                                                     
THIS PROXY STATEMENT/PROSPECTUS AND IS INCORPORATED HEREIN BY REFERENCE. ANY    
HOLDER OF SHARES OF GOLDEN WEST CAPITAL STOCK CONSIDERING DEMANDING DISSENTERS' 
RIGHTS IS ADVISED TO CONSULT LEGAL COUNSEL. DISSENTERS' RIGHTS WILL NOT BE      
AVAILABLE UNLESS AND UNTIL THE MERGER (OR A SIMILAR BUSINESS COMBINATION) IS    
CONSUMMATED. To perfect the right to dissent and receive the fair value of such 
holder's shares, the shareholder must neither vote for the Merger nor return an 
executed proxy that is left blank. A dissenting shareholder must either vote    
against the Merger or abstain from voting. A PROXY RETURNED WITHOUT VOTING      
INSTRUCTIONS WILL BE VOTED IN FAVOR OF THE MERGER AND AS A RESULT SUCH GOLDEN   
WEST SHAREHOLDER WILL LOSE SUCH HOLDER'S DISSENTER'S RIGHTS.                    

     Within 10 days after the Golden West Meeting, Golden West will mail to each
Golden West Shareholder notice (the "Notice") of the approval of the Merger by  
the Golden West Shareholders, accompanied by a copy of                          
(section mark)(section mark)1300-1304 of the California Corporation Code. The   
Notice shall also state the price determined by Golden West to be the fair      
market value of the dissenting shares and a brief description of the procedure  
to be followed by a shareholder who elects to dissent.                          
     Any dissenting shareholder who desires that Golden West purchase his shares
must make written demand upon Golden West for the purchase of such shares. The  
demand must be made no later than 30 days after the Notice was mailed to the    
shareholder. The shareholder's demand must state the number and class of shares 
held of record by the shareholder which the shareholder demands that Golden West
purchase, as well as a statement by the shareholder as to what such holder      
thinks the fair market value of such shares was as of the day prior to the      
announcement of the Merger. The statement of fair market value constitutes an   
offer by the shareholder to sell the shares at such price. Neither voting       
against, abstaining from voting nor failing to vote on the Merger constitutes   
such written demand.                                                            
Within the same 30 day period following the mailing of the Notice, the
dissenting shareholder must submit to Golden West for endorsement certificates  
for any shares which the shareholder demands Golden West purchase. If Golden    
West and the shareholder agree upon the price of the dissenting shares, the     
dissenting shareholder is entitled to the agreed price with interest at the     
legal rate on judgments from the date of such agreement. Payment must be made   
within 30 days of the later of the date of the agreement between the shareholder
and Golden West or the date the contractual conditions to the Merger are        
satisfied.                                                                      
     If Golden West and the shareholder cannot agree as to the fair market value
or as to the fact that such shares are dissenting shares, such shareholder may  
file within six months of the date of mailing of the Notice a complaint with the
California Superior Court for the County of Orange demanding judicial           
determination of such matters. Golden West will then be required to make any    
payments in accordance with such judicial determination. If the complaint is not
filed within the specified six month period, the shareholder's rights as a      
dissenter are lost.                                                             
     Dissenting shares lose their status as such if (i) Golden West abandons the
Merger; (ii) the shares are transferred or are surrendered for conversion into  
shares of another class; (iii) the shareholder and Golden West do not agree as  
to the fair market value of such shares and a complaint is not filed within six 
months of the date the Notice was mailed; or (iv) the dissenting shareholder    
withdraws, with the consent of Golden West, his demand for purchase of the      
dissenting shares.                                                              
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At the Effective Time, the shares of Golden West held by a shareholder
exercising such holder's dissenter's rights will be canceled, and such          
shareholder will be entitled to no further rights except the right to receive   
payment of the fair value of such holder's shares of Golden West Common or      
Preferred Stock. However, if the shareholder fails to perfect or withdraws or   
loses such holder's rights as a dissenter with respect to such holder's shares  
of Golden West Capital Stock, such holder's shares of Golden West Common or     
Preferred Stock will be exchanged for Oakwood Common Stock as provided in the   
Agreement of Merger.                                                            

Under North Carolina law, shareholders of Oakwood are not entitled to 
dissenters' rights in connection with the issuance of Oakwood Common Stock in   
the Merger.                                                                     

LEGAL MATTERS 
  The validity and legality of the Oakwood Common Stock offered hereby and
certain other legal matters will be passed upon for Oakwood by Kennedy Covington
Lobdell & Hickman, L.L.P., NationsBank Corporate Center, Suite 4200, 100 North  
Tryon Street, Charlotte, North Carolina 28202. Clarence W. Walker, a partner of 
the firm of Kennedy Covington Lobdell & Hickman, L.L.P., is a member of the     
Board of Directors of Oakwood and Myles E. Standish, a partner in the firm of   
Kennedy Covington Lobdell & Hickman, L.L.P., is an assistant secretary of       
Oakwood and a director of certain of its subsidiaries. At August 10, 1994,      
Messrs. Walker and Standish and other partners and associates of Kennedy        
Covington Lobdell & Hickman, L.L.P. and their spouses and minor children owned  
beneficially an aggregate of 52,997 shares of Oakwood Common Stock. Certain     
legal matters will be passed upon for Golden West and the Golden West           
Shareholders by Latham & Watkins, Costa Mesa, California. John R. Stahr, a      
senior partner of Latham & Watkins, is a director of Golden West and owns 61,620
shares of Golden West Common Stock.                                             
EXPERTS 

The consolidated financial statements of Oakwood and its subsidiaries 
incorporated in this Proxy Statement/Prospectus by reference to Oakwood's Annual
Report on Form 10-K for its fiscal year ended September 30, 1993 have been so   
incorporated in reliance on the reports of Price Waterhouse LLP, independent    
accountants, given on the authority of said firm as experts in auditing and     
accounting.                                                                     

   The consolidated financial statements of Golden West and its subsidiaries
as of December 26, 1992 and December 25, 1993 and for each of the three years in
the period ended December 25, 1993 included in this Proxy Statement/Prospectus  
have been audited by Arthur Andersen & Co., independent public accountants, as  
stated in their report appearing herein and have been so included in reliance   
upon the reports of such firm given upon their authority as experts in          
accounting and auditing.                                                        
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GOLDEN WEST HOMES 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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                                                                                                                        PAGE
                                                                                                                            
Report of Independent Public Accountants............................................................................... F-2 
Consolidated Balance Sheets (Assets)................................................................................... F-3 
Consolidated Balance Sheets (Liabilities and Shareholders' Equity)..................................................... F-4 
Consolidated Statements of Income...................................................................................... F-5 
Consolidated Statements of Shareholders' Equity........................................................................ F-6 
Consolidated Statements of Cash Flows.................................................................................. F-7 
Notes to Consolidated Financial Statements............................................................................. F-8 

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS                                                       
OF GOLDEN WEST HOMES:                                                       
     We have audited the accompanying consolidated balance sheets of GOLDEN WEST
HOMES (a California corporation) and subsidiary as of December 26, 1992 and     
December 25, 1993, and the related consolidated statements of income,           
shareholders' equity and cash flows for each of the three years in the period   
ended December 25, 1993. These financial statements are the responsibility of   
the Company's management. Our responsibility is to express an opinion on these  
financial statements based on our audits.                                       
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          
    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Golden West Homes and       
subsidiary as of December 26, 1992 and December 25, 1993, and the results of    
their operations and their cash flows for each of the three years in the period 
ended December 25, 1993 in conformity with generally accepted accounting        
principles.                                                                     
                       ARTHUR ANDERSEN & CO.
Orange County, California                                                       
February 22, 1994                                                               
(except with respect to the                                                 
matters discussed in Note 13 as to                                          
which the dates are March 14, 1994                                          
and April 11, 1994)                                                         
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GOLDEN WEST HOMES AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS 

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                                                                                     DECEMBER      DECEMBER                 
                                                                                        26,           25,        JUNE 25,   
                                                                                       1992          1993          1994     
                                                                                                                            
                                                                                                                (UNAUDITED) 
ASSETS                                                                                                                      
Current Assets:                                                                                                             
  Cash and short-term investments.................................................  $ 2,929,000   $ 2,431,000   $ 1,403,000 
  Restricted cash.................................................................      100,000       200,000       200,000 
  Accounts receivable, net of allowance for doubtful accounts of $70,000                                                    
     in 1992, $80,000 in 1993 and $81,000 in 1994.................................    3,085,000     6,950,000     6,983,000 
  Retail finance contracts........................................................           --       883,000       494,000 
  Notes receivable................................................................      170,000       445,000     1,331,000 
  Inventories.....................................................................    2,934,000     4,304,000     5,510,000 
  Prepaid expenses and other current assets.......................................      290,000       486,000       106,000 
  Deferred income tax benefit.....................................................      269,000       711,000       975,000 
     Total current assets.........................................................    9,777,000    16,410,000    17,002,000 
Property, Plant and Equipment, at cost:                                                                                     
  Land............................................................................    1,850,000     1,850,000     1,930,000 
  Buildings and leasehold improvements............................................    5,373,000     5,588,000     6,803,000 
  Machinery and equipment.........................................................    2,983,000     3,259,000     3,412,000 
                                                                                     10,206,000    10,697,000    12,145,000 
Less -- Accumulated depreciation and amortization.................................   (1,840,000)   (2,444,000)   (2,756,000)
                                                                                      8,366,000     8,253,000     9,389,000 
Other Assets:                                                                                                               
  Purchase price in excess of net assets acquired, net of accumulated amortization                                          
     of $449,000 in 1992, $524,000 in 1993 and $551,000 in 1994...................    2,463,000     1,689,000     1,271,000 
  Restricted cash.................................................................      520,000       583,000       583,000 
  Other...........................................................................      528,000       610,000       722,000 
                                                                                      3,511,000     2,882,000     2,576,000 
                                                                                    $21,654,000   $27,545,000   $28,967,000 
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                        
Current Liabilities:                                                                                                        
  Line of credit with bank........................................................  $        --   $ 1,500,000   $        -- 
  Retail inventory financing......................................................      137,000       116,000       662,000 
  Accounts payable................................................................    1,755,000     4,194,000     5,141,000 
  Accrued expenses................................................................    3,351,000     4,260,000     4,981,000 
  Dealer volume bonus.............................................................    2,236,000     2,978,000     1,908,000 
  Current portion of long-term debt...............................................      114,000       444,000       614,000 
     Total current liabilities....................................................    7,593,000    13,492,000    13,306,000 
Deferred Compensation.............................................................       16,000            --            -- 
Long-Term Debt, Net of Current Portion............................................    6,201,000     6,706,000     7,228,000 
Commitments and Contingent Liabilities                                                                                      
Shareholders' Equity:                                                                                                       
  Preferred stock, series A, without par value -- Authorized -- 1,105,000 shares,                                           
     issued and outstanding -- 1,105,000 shares...................................      850,000       850,000       850,000 
  Preferred stock, series B, without par value -- Authorized -- 20,000 shares,                                              
     issued and outstanding -- 12,500 shares at December 26, 1992 and none at                                               
     December 25, 1993 and June 25, 1994..........................................    3,000,000            --            -- 
  Common stock, without par value -- Authorized -- 20,000,000 shares, issued and                                            
     outstanding -- 1,235,000 shares at December 26, 1992 and December 25, 1993                                             
     and 1,287,000 at June 25, 1994...............................................      150,000       150,000       202,000 
Additional paid-in capital........................................................      500,000     2,350,000     2,396,000 
Retained earnings.................................................................    3,344,000     3,997,000     4,985,000 
     Total shareholders' equity...................................................    7,844,000     7,347,000     8,433,000 
                                                                                    $21,654,000   $27,545,000   $28,967,000 

The accompanying notes are an integral part of these consolidated balance 
sheets. 
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GOLDEN WEST HOMES AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME 

                                                        [Enlarge/Download Table]

                                                              FOR THE YEARS ENDED                 FOR THE SIX MONTHS ENDED  
                                                  DECEMBER 28,    DECEMBER 26,    DECEMBER 25,    JUNE 26,       JUNE 25,   
                                                      1991            1992            1993          1993           1994     
                                                                                                                            
                                                                                                        (UNAUDITED)         
Net Sales........................................ $ 74,048,000    $ 74,427,000    $ 89,564,000   $40,324,000    $55,875,000 
Cost of Sales....................................   61,749,000      62,146,000      73,248,000    33,660,000     44,553,000 
     Gross Profit................................   12,299,000      12,281,000      16,316,000     6,664,000     11,322,000 
Operating Expenses:                                                                                                         
  Selling........................................    5,746,000       5,872,000       7,687,000     3,470,000      4,857,000 
  General and administrative.....................    5,860,000       5,961,000       7,068,000     3,102,000      4,581,000 
     Total operating expenses....................   11,606,000      11,833,000      14,755,000     6,572,000      9,438,000 
Income From Operations...........................      693,000         448,000       1,561,000        92,000      1,884,000 
Interest Income..................................      298,000         169,000          95,000        42,000         86,000 
Interest Expense.................................     (529,000)       (648,000)       (517,000)     (264,000)      (299,000)
Income (Loss) Before Provision (Benefit) For                                                                                
  Income Taxes and Extraordinary Item............      462,000         (31,000)      1,139,000      (130,000)     1,671,000 
Provision (Benefit) for Income Taxes.............      222,000          26,000         486,000       (34,000)       683,000 
Income (Loss) Before Extraordinary Item..........      240,000         (57,000)        653,000       (96,000)       988,000 
Extraordinary Item, Gain from Retirement of Debt                                                                            
  (Net of Income Taxes of $60,000)...............           --          90,000              --            --             -- 
Net Income (Loss)................................ $    240,000    $     33,000    $    653,000   $   (96,000)   $   988,000 
Net Income (Loss) Per Common and Equivalent                                                                                 
  Share:                                                                                                                    
  Before extraordinary item...................... $        .07    $       (.02)   $        .19   $      (.08)   $       .34 
  Extraordinary item.............................           --             .03              --            --             -- 
Net Income (Loss) Per Common and Equivalent                                                                                 
  Share.......................................... $        .07    $        .01    $        .19   $      (.08)   $       .34 
Weighted Average Common and Equivalent Shares                                                                               
  Outstanding....................................    3,482,648       3,501,732       3,474,484     1,235,000      2,866,783 

The accompanying notes are an integral part of these consolidated financial 
statements. 
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GOLDEN WEST HOMES AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY 

                                                        [Enlarge/Download Table]

                                                                   PREFERRED STOCK                                        
                                                                                                    ADDITIONAL            
                                   COMMON STOCK            SERIES A               SERIES B           PAID-IN     RETAINED 
                                SHARES      AMOUNT    SHARES      AMOUNT    SHARES      AMOUNT       CAPITAL     EARNINGS 
                                                                                                                          
Balance December 29, 1990..... 1,235,000   $150,000  1,105,000   $850,000    12,500   $ 3,000,000   $  500,000  $3,071,000
  Net Income..................        --         --         --         --        --            --           --     240,000
Balance December 28, 1991..... 1,235,000    150,000  1,105,000    850,000    12,500     3,000,000      500,000   3,311,000
  Net Income..................        --         --         --         --        --            --           --      33,000
Balance December 26, 1992..... 1,235,000    150,000  1,105,000    850,000    12,500     3,000,000      500,000   3,344,000
  Net Income..................        --         --         --         --        --            --           --     653,000
  Purchase of Series B                                                                                                    
    Preferred Stock...........        --         --         --         --   (12,500)   (3,000,000)   1,850,000          --
Balance December 25, 1993..... 1,235,000    150,000  1,105,000    850,000        --            --    2,350,000   3,997,000
  Net Income..................        --         --         --         --        --            --           --     988,000
  Exercise of Stock Options...    52,000     52,000         --         --        --            --           --          --
  Income Tax Benefit from                                                                                                 
    Exercise of Non-Qualified                                                                                             
    Stock Options.............        --         --         --         --        --            --       46,000          --
Balance June 25, 1994                                                                                                     
  (Unaudited)................. 1,287,000   $202,000  1,105,000   $850,000        --            --   $2,396,000  $4,985,000

                                   TOTAL                                                                                  
                               <                                                                                          
Balance December 29, 1990.....   $7,571,000                                                                               
  Net Income..................      240,000                                                                               
Balance December 28, 1991.....    7,811,000                                                                               
  Net Income..................       33,000                                                                               
Balance December 26, 1992.....    7,844,000                                                                               
  Net Income..................      653,000                                                                               
  Purchase of Series B                                                                                                    
    Preferred Stock...........   (1,150,000)                                                                              
Balance December 25, 1993.....    7,347,000                                                                               
  Net Income..................      988,000                                                                               
  Exercise of Stock Options...       52,000                                                                               
  Income Tax Benefit from                                                                                                 
    Exercise of Non-Qualified                                                                                             
    Stock Options.............       46,000                                                                               
Balance June 25, 1994                                                                                                     
  (Unaudited).................   $8,433,000                                                                               

The accompanying notes are an integral part of these consolidated financial 
statements. 
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GOLDEN WEST HOMES AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                                        [Enlarge/Download Table]

                                                                    FOR THE YEARS ENDED                 FOR THE SIX MONTHS ENDED  
                                                        DECEMBER 28,    DECEMBER 26,    DECEMBER 25,    JUNE 26,       JUNE 25,   
                                                            1991            1992            1993          1993           1994     
                                                                                                                                  
                                                                                                              (UNAUDITED)         
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                             
Net income (loss).....................................  $   240,000     $    33,000     $   653,000    $   (96,000)   $   988,000 
Adjustments to reconcile net income (loss) to net cash                                                                            
  provided by (used in) operating activities:                                                                                     
Depreciation and amortization.........................      436,000         707,000         772,000        375,000        348,000 
Amortization of purchase price in excess of net assets                                                                            
  acquired............................................       82,000          80,000          75,000         39,000         27,000 
Loss on disposition of property, plant and                                                                                        
  equipment...........................................        8,000          31,000          56,000          7,000          8,000 
Income tax benefit from exercise of non-qualified                                                                                 
  stock options.......................................           --              --              --             --         46,000 
Income tax provision applied to purchase price in                                                                                 
  excess of net assets acquired.......................      190,000         138,000         699,000        108,000        391,000 
Decrease (increase) in deferred income tax benefit....       16,000         (68,000 )      (442,000 )     (108,000)      (264,000)
Gain from retirement of debt..........................           --        (150,000 )            --             --             -- 
Decrease (increase) in accounts and notes                                                                                         
  receivable..........................................      714,000          36,000      (4,140,000 )   (2,046,000)      (919,000)
Decrease (increase) in retail finance contracts.......           --              --        (883,000 )           --        389,000 
Decrease (increase) in inventories....................     (606,000 )       282,000      (1,370,000 )     (433,000)    (1,206,000)
Decrease (increase) in prepaid expenses and other                                                                                 
  current assets......................................      (66,000 )        42,000        (196,000 )       54,000        380,000 
Increase (decrease) in retail inventory financing.....           --         137,000         (21,000 )       23,000        546,000 
Increase (decrease) in accounts payable...............      470,000        (104,000 )     2,439,000        567,000        947,000 
Increase (decrease) in accrued expenses...............     (196,000 )       (45,000 )     1,013,000        495,000        769,000 
Increase (decrease) in dealer volume bonus............     (321,000 )       100,000         742,000       (897,000)    (1,070,000)
Net cash provided by (used in) operating activities...      967,000       1,219,000        (603,000 )   (1,912,000)     1,380,000 
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                             
Purchases of property, plant and equipment............   (2,452,000 )      (319,000 )      (715,000 )     (246,000)      (642,000)
Increase in other assets..............................     (429,000 )       (39,000 )       (82,000 )      (14,000)      (112,000)
Net cash used in investing activities.................   (2,881,000 )      (358,000 )      (797,000 )     (260,000)      (754,000)
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                             
Net borrowings (repayments) under line of credit......           --              --       1,500,000        700,000     (1,500,000)
Purchase of series B preferred stock..................           --              --      (1,150,000 )           --             -- 
Proceeds from issuance of debt........................    6,438,000              --       1,150,000             --             -- 
Proceeds from exercise of stock options...............           --              --              --             --         52,000 
Repayments of debt....................................   (5,259,000 )      (964,000 )      (315,000 )     (208,000)      (158,000)
Restricted cash deposits..............................     (110,000 )      (510,000 )      (163,000 )     (263,000)            -- 
Payments of deferred compensation.....................      (90,000 )      (132,000 )      (120,000 )      (79,000)       (48,000)
Net cash provided by (used in) financing activities...      979,000      (1,606,000 )       902,000        150,000     (1,654,000)
Decrease in cash......................................     (935,000 )      (745,000 )      (498,000 )   (2,022,000)    (1,028,000)
Cash at beginning of period...........................    4,609,000       3,674,000       2,929,000      2,929,000      2,431,000 
  Cash at end of period...............................  $ 3,674,000     $ 2,929,000     $ 2,431,000    $   907,000    $ 1,403,000 
SUPPLEMENTAL DISCLOSURE:                                                                                                          
Cash paid for:                                                                                                                    
Interest..............................................  $   503,000     $   699,000     $   499,000    $   229,000    $   287,000 
Income taxes..........................................  $   238,000     $        --     $    35,000    $    25,000    $   409,000 
Noncash investing and financing activities:                                                                                       

During 1991, Golden West acquired from a non-employee shareholder an  
operating facility valued at $5,224,000 in a tax free exchange for another      
facility with a net book value of $2,474,000 (less an assumed mortgage of       
$1,400,000). In connection with the exchange, a note payable in the amount of   
$4,150,000 was issued which was subsequently repaid from proceeds of the        
industrial revenue bond financing.                                              
During the six months ended June 25, 1994, Golden West acquired an    
operating facility in Colorado for $1,050,000. The purchase was facilitated     
through a note in the amount of $850,000.                                       
The accompanying notes are an integral part of these consolidated financial 
statements. 
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GOLDEN WEST HOMES AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS OF JUNE 25, 1994 AND FOR THE SIX MONTHS ENDED 
JUNE 26, 1993 AND JUNE 25, 1994 IS UNAUDITED.)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION             
  ACQUISITION. On May 5, 1988, the Karsten Company (Karsten) purchased all
outstanding shares of Golden West stock and in connection therewith acquired    
certain assets and assumed certain liabilities of Golden West. This acquisition 
was accounted for under the purchase method of accounting and, accordingly, the 
purchase price has been allocated to the acquired net assets based upon the     
estimated fair market value of assets and liabilities at the date of            
acquisition. The difference between the purchase price and the fair value of net
assets acquired at the date of acquisition is reflected as purchase price in    
excess of net assets acquired in the accompanying consolidated balance sheets   
and is being amortized on a straight-line basis over a forty year period.       
Subsequent to December 25, 1993, Karsten was merged into Golden West (see Note  
13).                                                                            
 In connection with the acquisition, Golden West originally acquired net
operating loss carryforwards of approximately $13,000,000 which could be used to
offset future Federal taxable income and approximately $6,500,000 which could be
used to offset future state taxable income. As net operating loss carryforwards 
were used to offset taxable income, the result was to reduce the purchase price 
in excess of net assets acquired by the amount of the reduction of current      
income taxes payable (See Note 5).                                              
    PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include
the accounts of Karsten and its wholly owned subsidiaries Golden West and Golden
Circle Financial Services (Golden Circle Financial). All significant            
intercompany accounts and transactions have been eliminated in consolidation.   
CASH AND SHORT-TERM INVESTMENTS. Under Golden West's cash management  
program, cash in excess of operating requirements is placed in short-term       
investments. For purposes of the statement of cash flows, Golden West considers 
all highly liquid short-term investments purchased with a maturity of three     
months or less to be cash equivalents.                                          
PROPERTY, PLANT AND EQUIPMENT. For financial reporting purposes,      
depreciation and amortization are provided on a straight-line basis over the    
following estimated useful lives:                                               

                                                        [Enlarge/Download Table]
                                                                                                   
Buildings............................................................................ 20-30 years  
Leasehold improvements............................................................... Term of lease
Machinery and equipment.............................................................. 3-10 years   

 Golden West capitalizes expenditures for betterment and major renewals.
Maintenance, repairs and minor renewals or improvements are charged to expense  
as incurred. When assets are sold or retired, the cost and accumulated          
depreciation are removed from the accounts and any resulting gain or loss is    
included in income.                                                             
  WARRANTY COSTS. Estimated product warranty costs are accrued at the time
products are sold.                                                              
 DEALER VOLUME BONUS. Golden West provides incentives to dealers using a
predetermined formula applied to the volume of homes sold to the dealer during  
the year. Such incentives (reflected as a reduction of gross sales) are recorded
at the time sales are recognized.                                               
     PRODUCT DEVELOPMENT COSTS. Product development costs are charged to expense
as incurred.                                                                    
DEFERRED COMPENSATION. In prior years, Golden West had a deferred     
compensation plan whereby a portion of compensation earned by certain key       
employees was deferred. Effective May 5, 1988, no future compensation payable to
the participants may be deferred under the plan. The amounts deferred are fully 
vested and are payable, in equal quarterly installments, over a ten year period.
Each participant has the option to waive a portion of their deferred  
compensation in exchange for common stock of Golden West. In connection with    
amendments to the plan in 1988, the participants are entitled to receive an     
aggregate maximum of 260,000 shares for $500,000 of their deferred compensation 
balances (See Note 13).                                                         
  SALES RECOGNITION. Golden West manufactures its homes pursuant to dealer
orders, and sales are recognized upon completion and transfer of title to the   
home.                                                                           
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GOLDEN WEST HOMES AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION -- Continued
   ACCOUNTING PERIOD. Golden West's fiscal year ends on the last Saturday in
December which was December 28, 1991, December 26, 1992 and December 25, 1993,  
and each of these years contained 52 weeks.                                     
INCOME TAXES. Golden West accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income     
Taxes."                                                                         
POSTRETIREMENT BENEFITS. Golden West has no benefit plans that qualify
under Statement of Financial Accounting Standards No. 106, "Employers'          
Accounting for Postretirement Benefits other than Pensions" or Statement of     
Financial Accounting Standards No. 112, "Employers' Accounting for              
Postemployment Benefits."                                                       
NET INCOME PER COMMON AND EQUIVALENT SHARE. Net income per common and 
equivalent share amounts are based on the weighted average number of shares     
outstanding during the period, including common stock equivalents resulting from
dilutive stock options, convertible series A preferred stock and shares issuable
under Golden West's deferred compensation plan. The 12,500 shares of convertible
series B preferred stock canceled November 30, 1993, have been adjusted to give 
effect to a 52 for 1 stock split (see Note 13) for purposes of calculating      
earnings per share. Fully diluted earnings per share has not been presented     
since it is not materially different from primary earnings per share.           
2. INVENTORIES                                                                  
Inventories are comprised of the following:                           

                                                        [Enlarge/Download Table]

                                                            DECEMBER 26,  DECEMBER 25,   JUNE 25, 
                                                                1992          1993         1994   
                                                                                                  
Raw Materials..............................................  $1,341,000    $1,837,000   $1,842,000
Work in process............................................     918,000       906,000      930,000
Finished goods.............................................     675,000     1,561,000    2,738,000
                                                             $2,934,000    $4,304,000   $5,510,000

Inventories are valued at the lower of cost (first-in, first-out) or  
market. Cost includes material, labor and manufacturing overhead.               
3. ACCRUED EXPENSES                                                             
Accrued expenses consist of the following:                            

                                                        [Enlarge/Download Table]

                                                            DECEMBER 26,  DECEMBER 25,   JUNE 25, 
                                                                1992          1993         1994   
                                                                                                  
Payroll and payroll taxes..................................  $  614,000    $1,104,000   $1,768,000
Accrued insurance..........................................   1,392,000     1,087,000      748,000
Warranty service...........................................     625,000       732,000      799,000
Other......................................................     720,000     1,337,000    1,666,000
                                                             $3,351,000    $4,260,000   $4,981,000

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GOLDEN WEST HOMES AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 
4. LONG-TERM DEBT AND LINE OF CREDIT WITH BANK                                  
Long-term debt consists of the following:                             

                                                        [Enlarge/Download Table]

                                                                        DECEMBER 26,  DECEMBER 25,   JUNE 25,  
                                                                            1992          1993         1994    
                                                                                                               
Industrial revenue bonds, variable interest rate (3.6% at December 25,                                         
  1993 and 3.05% at June 25, 1994), due in annual installments of                                              
  $200,000 from 1994 through 1996 and                                                                          
  $300,000 through 2011................................................  $5,200,000    $5,100,000   $5,100,000 
8.375% note due May 1, 2006 (10.75% at December 25, 1993), payable in                                          
  monthly installments of $8,229, including interest, secured by land                                          
  and building.........................................................     915,000       900,000      891,000 
12% note to shareholders paid off in April 1993 which was secured by                                           
  land and building and subordinated to the above note due May 1,                                              
  2006.................................................................     200,000            --           -- 
Installment note, interest at prime (6.0% at December 25, 1993 and                                             
  7.25% at June 25, 1994) plus .75% due in monthly principal                                                   
  installments of $19,167 plus interest through November 1998, secured                                         
  by all assets except real property...................................          --     1,150,000    1,035,000 
9% note due March 1, 1999, payable in monthly installments of $17,645,                                         
  including interest, secured by land and building.....................          --            --      816,000 
                                                                          6,315,000     7,150,000    7,842,000 
Less: Current portion of long-term debt................................    (114,000)     (444,000)    (614,000)
                                                                         $6,201,000    $6,706,000   $7,228,000 

Under the provisions of the industrial revenue bonds, Golden West is  
required to provide a letter of credit to guarantee payment to bondholders. The 
letter of credit, which is provided by a major bank through 1996, is secured by 
land and buildings of the financed property, machinery and equipment, inventory 
and receivables. Golden West was also required to deposit approximately $55,000 
per month from November 1991 through April 1993 in a cash collateral account    
classified as restricted cash in the accompanying consolidated balance sheets.  
All mandatory bond redemptions are paid out of this account.                    
In December 1992, Golden West prepaid a $1,000,000 note which was     
originally due April 30, 1995 for $850,000 resulting in an extraordinary gain   
which is reflected in the accompanying consolidated statements of income net of 
income taxes.                                                                   
As of December 25, 1993, principal payments on long-term debt are as  
follows:                                                                        

                                                        [Enlarge/Download Table]
                                                                                                    
Year ending in December:                                                                            
1994.................................................................................... $   444,000
1995....................................................................................     455,000
1996....................................................................................     454,000
1997....................................................................................     556,000
1998....................................................................................     559,000
1999 and thereafter.....................................................................   4,682,000
                                                                                         $ 7,150,000

    In March 1993, Golden West entered into an agreement with a major bank for
a $2,000,000 revolving line of credit which was increased to $3,000,000 in      
November 1993 and is secured by receivables and inventory. The agreement, which 
expires in May 1994, limits maximum borrowings to 80% of eligible accounts      
receivable as defined. The interest rate charged on borrowings is .25% over the 
bank's prime interest rate, which was 6% at December 25, 1993 and 7.25% at June 
25, 1994. The amount outstanding at December 25, 1993 and June 25, 1994 was     
$1,500,000 and $-0-, respectively. Under the terms of the line of credit, Golden
West is required to meet certain financial covenants.                           
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GOLDEN WEST HOMES AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 
5. INCOME TAXES                                                                 
    The components of the provision (benefit) for income taxes are as follows:

                                                        [Enlarge/Download Table]

                                                          FISCAL YEARS ENDED                 SIX MONTHS ENDED    
                                             DECEMBER 28,    DECEMBER 26,    DECEMBER 25,  JUNE 26,     JUNE 25, 
                                                 1991            1992            1993        1993         1994   
                                                                                                                 
Current:                                                                                                         
  Federal...................................   $175,000        $131,000        $789,000    $  63,000    $805,000 
  State.....................................     31,000          23,000         139,000       11,000     142,000 
                                                206,000         154,000         928,000       74,000     947,000 
Deferred:                                                                                                        
  Federal...................................     14,000         (58,000)       (376,000)     (92,000)   (224,000)
  State.....................................      2,000         (10,000)        (66,000)     (16,000)    (40,000)
                                                 16,000         (68,000)       (442,000)    (108,000)   (264,000)
  Total Provision...........................    222,000          86,000         486,000      (34,000)    683,000 
Less: Provision related to extraordinary                                                                         
  item......................................         --         (60,000)             --           --          -- 
                                               $222,000        $ 26,000        $486,000    $ (34,000)   $683,000 

   The reported provision (benefit) for income taxes differs from the amount
computed by applying the statutory Federal income tax rate of 34% to the        
consolidated income (loss) before provision (benefit) for income taxes and      
extraordinary item as follows:                                                  

                                                        [Enlarge/Download Table]

                                                            FISCAL YEARS ENDED                 SIX MONTHS ENDED  
                                               DECEMBER 28,    DECEMBER 26,    DECEMBER 25,  JUNE 26,    JUNE 25,
                                                   1991            1992            1993        1993        1994  
                                                                                                                 
Provision (benefit) computed at statutory                                                                        
  rate........................................   $157,000        $(11,000)       $387,000    $(44,000)   $568,000
State taxes (benefit), net of Federal                                                                            
  benefit.....................................     28,000          (2,000)         67,000      (8,000)    100,000
Permanent differences.........................     37,000          39,000          32,000      18,000      15,000
                                                 $222,000        $ 26,000        $486,000    $(34,000)   $683,000

     The components of Golden West's deferred income tax provision (benefit) are
as follows:                                                                     

                                                        [Enlarge/Download Table]

                                                          FISCAL YEARS ENDED                  SIX MONTHS ENDED    
                                             DECEMBER 28,    DECEMBER 26,    DECEMBER 25,  JUNE 26,     JUNE 25,  
                                                 1991            1992            1993        1993         1994    
                                                                                                                  
AMT credits.................................  $       --      $       --      $ (226,000)  $      --    $      -- 
Net operating loss carryforwards............     190,000         138,000         699,000          --      391,000 
Allowance for doubtful accounts.............      (1,000)         (8,000)        (19,000)    (23,000)    (106,000)
Inventory reserve...........................          --              --         (44,000)         --      (10,000)
Warranty service accrual....................     (26,000)        (16,000)        (43,000)     (8,000)     (27,000)
Depreciation................................     (16,000)         (2,000)        (71,000)    (45,000)      (8,000)
Other non-deductible expenses...............      59,000         (42,000)        (39,000)    (32,000)    (113,000)
Change in valuation allowance...............    (190,000)       (138,000)       (699,000)         --     (391,000)
                                              $   16,000      $  (68,000)     $ (442,000)  $(108,000)   $(264,000)

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GOLDEN WEST HOMES AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 
5. INCOME TAXES -- Continued                                                    
The components of the Company's net deferred income tax benefit are as
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                            DECEMBER 26,  DECEMBER 25,   JUNE 25,  
                                                                1992          1993         1994    
                                                                                                   
AMT credits................................................  $       --    $  226,000   $  226,000 
Net operating loss carryforwards...........................   3,130,000     2,431,000    2,040,000 
Allowance for doubtful accounts............................      30,000        49,000      155,000 
Inventory reserve..........................................          --        44,000       54,000 
Warranty service accrual...................................     250,000       293,000      320,000 
Depreciation...............................................    (107,000)      (36,000)     (28,000)
Other non-deductible expenses..............................      96,000       135,000      248,000 
Valuation allowance........................................  (3,130,000)   (2,431,000)  (2,040,000)
                                                             $  269,000    $  711,000   $  975,000 

    The provision for income taxes is calculated before utilization of the net
operating loss carryforwards which were acquired as part of the purchase        
described in Note 1. Utilization of the acquired net operating loss             
carryforwards results in a reduction of the current income tax liability,       
subject to certain annual limitations imposed by the Internal Revenue Code, as  
well as a corresponding reduction of the amount of purchase price in excess of  
net assets acquired recorded in connection with the acquisition (See Note 1).   
The annual limitation as of December 25, 1993 is approximately $775,000 for     
Federal and state purposes. For the year ended December 25, 1993, Golden West   
utilized approximately $1,600,000 and $1,700,000 of the net operating loss      
carryforwards as a reduction of the current Federal and state income tax        
liabilities, respectively.                                                      
At December 25, 1993, Golden West had available net operating loss    
carryforwards for Federal and state tax reporting purposes of approximately     
$7,000,000 and $1,100,000, respectively. These loss carryforwards are available 
through the year 2002 for Federal purposes and from 1994 to 2002 for state      
purposes.                                                                       
6. CAPITAL STOCK                                                                
     Each share of series A preferred stock is convertible, at the option of the
holder, into common stock of Golden West at the rate of one common stock share  
for each series A preferred share, subject to certain adjustments. In addition, 
the stock shall automatically convert into common stock upon the closing of a   
public offering or on September 30, 1995, whichever first occurs. The series A  
preferred stock is entitled to receive dividends based on certain criteria and  
has the same voting rights as common.                                           
    The series B preferred stock, which was held by the former owner of Golden
West, was purchased for $1,150,000 and canceled by Golden West in November 1993.
The $1,850,000 difference between the purchase price and the original stated    
value of the preferred stock was credited to additional paid-in capital in the  
accompanying consolidated balance sheets.                                       
 As a result of the purchase, the former owner of Golden West waived all
rights to convert the series B preferred stock to either a promissory note or   
20% of voting stock.                                                            
7. COMMITMENTS AND CONTINGENT LIABILITIES                                       
  Golden West leases certain facilities and equipment under noncancellable
operating lease agreements which expire on various dates through 1999. Rental   
expense for the years ended December 28, 1991, December 26, 1992 and December   
25, 1993 was $1,273,000, $958,000 and $628,000, respectively. Rental expense for
the six months ended June 26, 1993 and June 25, 1994 was $380,000 and $388,000, 
respectively. As of December 25, 1993, approximate minimum rental commitments   
under noncancellable operating leases are payable as follows:                   

                                                        [Enlarge/Download Table]
                                                                                                    
Year ending in December:                                                                            
1994.................................................................................... $   640,000
1995....................................................................................     538,000
1996....................................................................................     314,000
1997....................................................................................     194,000
1998....................................................................................     151,000
Thereafter..............................................................................      11,000
                                                                                         $ 1,848,000

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GOLDEN WEST HOMES AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 
7. COMMITMENTS AND CONTINGENT LIABILITIES -- Continued                          
    Golden West has various incentive compensation programs (the Programs) for
executives, division managers and other factory employees. The Programs provide 
for bonuses based on various percentages of sales and profit, as defined. Under 
the Programs, Golden West incurred bonus expenses of approximately $1.8 million,
$1.9 million and $2.5 million for the years ended December 28, 1991, December   
26, 1992 and December 25, 1993, respectively, and approximately $1,000,000 and  
$1,300,000 for the six months ended June 26, 1993 and June 25, 1994,            
respectively.                                                                   
 Golden West is contingently liable under terms of repurchase agreements
with financial institutions providing inventory financing for retailers of      
Golden West's product. These arrangements, which are customary in the industry, 
provide for the repurchase of products sold to retailers in the event of default
on payments by the retailer. Although Golden West is contingently liable under  
these agreements, the risk of loss is spread over numerous retailers and        
financing institutions and is further reduced by the resale value of repurchased
homes. Golden West estimates that its potential obligations under repurchase    
agreements approximated $22 million at December 25, 1993. Losses under these    
agreements have not been significant in the past.                               
 Golden West is involved in various legal proceedings, most of which are
routine litigation incident to its business, and most of which are covered in   
whole or in part by insurance. In the opinion of management, disposition of     
these matters will not have a material adverse impact on Golden West's financial
position or results of operations.                                              
8. 401(k) PLAN                                                                  
 Golden West has a 401(k) Savings Plan (the Plan) for full-time eligible
employees (defined as employees with one or more years of service and at least  
21 years of age). Under the Plan, Golden West makes matching contributions based
on a pre-determined formula to an annual limitation, which was $150,000,        
$160,000 and $180,000 in 1991, 1992 and 1993, respectively. The employee's      
contributions vest immediately and Golden West contributions vest over a seven  
year period.                                                                    
9. STOCK OPTIONS                                                                
     On April 24, 1990, the shareholders approved a Stock Option Plan (the Plan)
for executives and key employees covering 312,000 shares of common stock. On    
November 1, 1993, shareholders approved an amendment to the Plan to increase the
number of shares authorized from 312,000 to 520,000. Under the Plan, Golden West
can issue both incentive and non-qualified options. Options are granted at not  
less than the fair market value of the stock at the date such option is granted 
and become exercisable over a four year period.                                 
 The following is a summary of transactions relating to the Plan for the
years ended December 26, 1992 and December 25, 1993:                            

                                                        [Enlarge/Download Table]

                                                                                   STOCK OPTIONS        
                                                                             SHARES         PRICE       
                                                                                                        
Outstanding, December 28, 1991.............................................. 278,200   $           1.00 
  Granted...................................................................  26,000               1.42 
  Exercised.................................................................      --                 -- 
  Canceled..................................................................      --                 -- 
Outstanding, December 26, 1992.............................................. 304,200          1.00-1.42 
  Granted................................................................... 104,000               1.54 
  Exercised.................................................................      --                 -- 
  Canceled.................................................................. (5,200)              (1.00)
Outstanding, December 25, 1993.............................................. 403,000   $     1.00-$1.54 
Exercisable at December 25, 1993............................................ 211,250                    
Available for Grant at December 25, 1993.................................... 117,000                    

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GOLDEN WEST HOMES AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 
10. FINANCE COMPANY                                                             
     In October 1993, Golden West formed Golden Circle Financial, a wholly-owned
subsidiary, for the purpose of providing retail financing for Golden West's     
homes. There were no revenues generated and approximately $165,000 of start-up  
expenses incurred in 1993.                                                      
   Golden Circle Financial is utilizing Golden West's bank revolving line of
credit for operating capital and has an agreement with a major financial        
institution to purchase Golden Circle Financial retail finance contracts on a   
non-recourse basis. At December 25, 1993, Golden West had provided $883,000 in  
retail finance contracts, of which $592,000 were sold to the financial          
institution in January 1994, and the balance is anticipated to be sold in 1994. 
11. MAJOR CUSTOMER                                                              
  For the years ended December 26, 1992 and December 25, 1993, Golden West
sold $7,578,000 and $12,827,000, respectively, of homes, representing 10% and   
14%, respectively, of net sales to one customer. No other customer accounted for
more than 10% of net sales during 1992 or 1993. There were no customers for the 
year ended December 28, 1991 which accounted for more than 10% of net sales. For
the six months ended June 26, 1993 and June 25, 1994, Golden West sold          
$6,133,000 and $9,194,000, respectively, of homes, representing 15% and 16%,    
respectively, of net sales to one customer.                                     
12. EMPLOYEE STOCK OWNERSHIP PLAN                                               
  In January 1994, Golden West formed an employee stock ownership plan for
full time employees (defined as employees with one or more years of service and 
at least 21 years of age). For 1994, Golden West's Board of Directors approved  
an initial contribution of $100,000 together with a year end contribution of 10%
of 1994 pre-tax earnings.                                                       
13. SUBSEQUENT EVENTS                                                           
   On March 14, 1994, Golden West purchased a manufacturing facility in Fort
Morgan, Colorado for $1,050,000. In connection with this purchase Golden West   
signed an $850,000 note which is payable over five years at 9% interest.        
    On April 11, 1994, Golden West's Board of Directors approved the following
actions:                                                                        
   (a) an increase in the authorized shares of common and series A preferred
       stock to 20,000,000 and 1,105,000, respectively, and a 52 for 1 stock
        split of these series. All references in the accompanying consolidated
         financial statements to the number of shares and per share amounts have
been restated to reflect the effect of these actions.         
(b) a plan to merge Karsten into Golden West and to change its name to
       Golden West Homes. The accompanying consolidated financial statements
have been revised to reflect these actions.                   
On April 11, 1994, the participants in the deferred compensation plan,
subject to the closing of a public offering, irrevocably elected to convert     
$500,000 in their account balances into 260,000 shares of common stock upon the 
closing of a public offering. The $500,000 is classified as additional paid-in  
capital in the accompanying consolidated financial statements.                  
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS 
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             
     Sections 55-8-51 and 55-8-56 of the North Carolina Business Corporation Act
(the "Act") provide, in substance, that North Carolina corporations shall have  
the power, under specified circumstances, to indemnify their directors,         
officers, employees and agents in connection with proceedings brought against   
them by a third-party or in the right of the corporation, by reason of the fact 
that they were or are such directors, officers, employees or agents, against    
expenses incurred in any such proceedings.                                      
Section 9.5 of the Registrant's Bylaws provides that a director of the
Registrant shall have the right to be indemnified by the Registrant against     
expenses, including reasonable attorneys' fees, incurred by him or her in       
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and whether or not    
brought by or on behalf of the Corporation, arising out of his or her status as 
such director or as an officer, employee or agent of the Registrant and any     
liability incurred by him or her, including without limitation, satisfaction of 
any judgment, money decree, fine, penalty or settlement, for which he or she may
have become liable in connection with any such action, suit or proceeding. The  
Bylaws further contemplate that the indemnification provisions permitted        
thereunder are not exclusive of any other rights to which such person may be    
entitled apart from the provisions of the Bylaws, and shall not be limited by   
the provisions for indemnification in Sections 55-8-51 through 55-8-56 of the   
Act or any successor statutory provisions.                                      
Section 55-8-57 of the Act also permits a corporation to purchase and 
maintain insurance on behalf of its directors and officers against liabilities  
which they may incur in their capacities as such, whether or not the corporation
would have the power to indemnify them under other provisions of the statute.   
The Registrant has purchased insurance to provide for indemnification of        
directors and officers.                                                         
    Paragraph 11 of the Registrant's Articles of Incorporation provides that a
director of the Registrant shall have no personal liability arising out of any  
action for monetary damages for breach of his or her duty as a director to the  
full extent permitted by the laws of the State of North Carolina.               
ITEM 21. EXHIBITS.                                                              

                                                        [Enlarge/Download Table]
                                                                                                                             
 2    Acquisition Agreement, including the Agreement of Merger attached thereto as Exhibit A*                                
 4    Shareholder Protection Rights Agreement between the Registrant and Wachovia Bank of North Carolina, N.A., as Rights    
      Agent (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
      June 30, 1991).                                                                                                        
 5    Opinion and Consent of Kennedy Covington Lobdell & Hickman, L.L.P.*                                                    
 8    Opinion of Kennedy Covington Lobdell & Hickman, L.L.P. regarding certain tax matters*                                  
23.1  Consent of Price Waterhouse LLP*                                                                                       
23.2  Consent of Kennedy Covington Lobdell & Hickman, L.L.P. (see Exhibits 5 and 8).                                         
23.3  Consent of Arthur Andersen & Co.*                                                                                      
24    Power of Attorney*                                                                                                     
99.1  Form of Acknowledgement*                                                                                               
99.2  Golden West Homes Form of Proxy (filed herewith).                                                                      

* Already filed.                                                                

ITEM 22. UNDERTAKINGS.                                                          
(a) The undersigned Registrant hereby undertakes:                     
  (1) to file during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:                        
     (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;                                               
          (ii) to reflect in the prospectus any facts or event arising after the
effective date of the registration statement (or the most recent      
    post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the    
registration statement; and                                           
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         (iii) to include any material information with respect to the plan of
    distribution not previously disclosed in the registration statement or any
material change to such information statement.                        
     (2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new     
registration statement related to the securities offered therein, and the       
offering of such securities at that time shall be deemed to be the initial BONA 
FIDE offering thereof.                                                          
     (3) to remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of the   
offering.                                                                       
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the  
registrant's annual report pursuant to section 13(a) or section 15(d) of the    
Securities Exchange Act of 1934 (and, where applicable, each filing of an       
employee benefit plan's annual report pursuant to section 15(d) of the          
Securities Exchange Act of 1934) that is incorporated by reference in the       
registration statement shall be deemed to be a new registration statement       
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial BONA FIDE offering thereof.      
    (c)(1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or any 
party who is deemed to be an underwriter within the meaning of Rule 145(c), the 
issuer undertakes that such reoffering prospectus will contain the information  
called for by the applicable registration form with respect to reofferings by   
persons who may be deemed underwriters, in addition to the information called   
for by the other Items of the applicable form.                                  
(2) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to the paragraph immediately preceding, or (ii) that purports to meet  
the requirements of Section 10(a)(3) of the Act and is used in connection with  
an offering of securities subject to Rule 415, will be filed as a part of an    
amendment to the registration statement and will not be used until such         
amendment is effective, and that, for purposes of determining any liability     
under the Securities Act of 1933, each such post-effective amendment shall be   
deemed to be a new registration statement relating to the securities offered    
therein, and the offering of such securities at that time shall be deemed to be 
the initial BONA FIDE offering thereof.                                         
     (d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of  
the registrant pursuant to the foregoing provisions, or otherwise, the          
registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the Registrant of expenses  
incurred or paid by a director, officer or controlling person of the registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Act and will be governed by the final adjudication of
such issue.                                                                     
     (e) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to   
Items 4, 10(b), 11 or 13 of this Form within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other    
equally prompt means. This includes information contained in documents filed    
subsequent to the effective date of the registration statement through the date 
of responding to the request.                                                   
  (f) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the      
company being acquired involved therein, that was not the subject of and        
included in the registration statement when it became effective.                
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SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment No. 1 to the Registration Statement to be signed on its   
behalf by the undersigned, thereunto duly authorized, in the City of Greensboro,
State of North Carolina, on August 31, 1994.                                    

                           OAKWOOD HOMES CORPORATION

                                   By: /s/      C. MICHAEL KILBOURNE

                                    NAME: C. MICHAEL KILBOURNE
                           TITLE: VICE PRESIDENT

    Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in 
the capacities and on the dates indicated.                                      

                                                        [Enlarge/Download Table]

       SIGNATURE                          CAPACITY                           DATE    
    RALPH L. DARLING     Director and Chairman of the Board           , 1994         
                                                                                     
           *             Director and President (Principal Executive  August 31, 1994
                           Officer)                                                  
 NICHOLAS J. ST. GEORGE                                                              
           *             Director and Executive Vice President        August 31, 1994
 ROBERT D. HARVEY, SR.                                                               
           *             Director and Executive Vice President        August 31, 1994
   A. STEVEN MICHAEL                                                                 
           *             Director                                     August 31, 1994
    DENNIS I. MEYER                                                                  
           *             Director                                     August 31, 1994
 KERMIT G. PHILLIPS, II                                                              
           *             Director                                     August 31, 1994
  S. GRAY STEIFEL, JR.                                                               
           *             Director                                     August 31, 1994
   SABIN C. STREETER                                                                 
                         Director                                     , 1994         
FRANCIS T. VINCENT, JR.                                                              
           *             Director                                     August 31, 1994
   CLARENCE W. WALKER                                                                
           *             Director                                     August 31, 1994
   H. MICHAEL WEAVER                                                                 

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                                                        [Enlarge/Download Table]

                      SIGNATURE                                CAPACITY                        DATE    
                                                                                                       
         /s/            C. MICHAEL KILBOURNE  Vice President (Principal Financial       August 31, 1994
                                                Officer)                                               
                 C. MICHAEL KILBOURNE                                                                  
                          *                   Treasurer (Principal Accounting Officer)  August 31, 1994
                   DOUGLAS R. MUIR                                                                     
*By: /s/         C. MICHAEL KILBOURNE                                                                  
C. MICHAEL KILBOURNE                                                                                   
ATTORNEY-IN-FACT                                                                                       

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                                                                         ANNEX I
ACQUISITION AGREEMENT 
AMONG 
OAKWOOD HOMES CORPORATION,
GOLDEN ACQUISITION CORPORATION, 
GOLDEN WEST HOMES,
CERTAIN SHAREHOLDERS OF GOLDEN WEST HOMES 
AND 
FIRST UNION NATIONAL BANK OF NORTH CAROLINA,
AS ESCROW AGENT 
DATED AS OF AUGUST 17, 1994 

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TABLE OF CONTENTS 

                                                        [Enlarge/Download Table]

                                                                                                                      PAGE 
                                                                                                                           
ARTICLE 1............................................................................................................  Aa-1
  THE MERGER.........................................................................................................  Aa-1
  1.1 The Merger.....................................................................................................  Aa-1
  1.2 The Closing....................................................................................................  Aa-1
  1.3 Effective Time.................................................................................................  Aa-1
ARTICLE 2............................................................................................................  Aa-1
  ARTICLES OF INCORPORATION AND BYLAWS AND OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION.......................  Aa-1
  2.1 Articles of Incorporation......................................................................................  Aa-1
  2.2 Bylaws.........................................................................................................  Aa-2
  2.3 Directors......................................................................................................  Aa-2
  2.4 Officers.......................................................................................................  Aa-2
ARTICLE 3............................................................................................................  Aa-2
  CONVERSION OF GOLDEN WEST STOCK; EXCHANGE OF CERTIFICATES..........................................................  Aa-2
  3.1 Conversion of Shares...........................................................................................  Aa-2
  3.2 Fractional Shares..............................................................................................  Aa-3
  3.3 Exchange of Certificates.......................................................................................  Aa-3
  3.4 Distributions with Respect to Unexchanged Shares of Golden West Common Stock or Golden West Preferred Stock....  Aa-3
  3.5 Stock Options..................................................................................................  Aa-4
  3.6 Withholding Rights.............................................................................................  Aa-4
  3.7 Dissenting Shares..............................................................................................  Aa-4
  3.8 Transaction Expenses...........................................................................................  Aa-5
  3.9 Escrow.........................................................................................................  Aa-5
ARTICLE 4............................................................................................................  Aa-6
  REPRESENTATIONS AND WARRANTIES OF GOLDEN WEST AND THE SHAREHOLDERS.................................................  Aa-6
  4.1 Organization and Qualification; Subsidiaries...................................................................  Aa-7
  4.2 Articles of Incorporation and Bylaws...........................................................................  Aa-7
  4.3 Capitalization.................................................................................................  Aa-7
  4.4 Authority Relative to this Agreement...........................................................................  Aa-7
  4.5 No Conflict; Required Filings and Consents.....................................................................  Aa-8
  4.6 [Intentionally Omitted]........................................................................................  Aa-8
  4.7 Other Interests................................................................................................  Aa-8
  4.8 Financial Statements...........................................................................................  Aa-8
  4.9 Subsequent Events..............................................................................................  Aa-9
  4.10 Tax Matters...................................................................................................  Aa-9
  4.11 Employees and Fringe Benefit Plans............................................................................ Aa-10
  4.12 Title to Assets............................................................................................... Aa-11
  4.13 Condition of Tangible Assets.................................................................................. Aa-13
  4.14 Leases........................................................................................................ Aa-15
  4.15 Adequacy of Assets............................................................................................ Aa-15
  4.16 Arms-Length Transaction....................................................................................... Aa-15
  4.17 Lawfully Operating............................................................................................ Aa-15
  4.18 No Litigation................................................................................................. Aa-16
  4.19 [Intentionally Omitted]....................................................................................... Aa-16
  4.20 Labor Matters................................................................................................. Aa-16

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  4.21 Pooling of Interests.......................................................................................... Aa-16
  4.22 No Brokers.................................................................................................... Aa-16
  4.23 Oakwood Stock Ownership....................................................................................... Aa-16
  4.24 Bank Accounts................................................................................................. Aa-16
  4.25 Insurance..................................................................................................... Aa-17
  4.26 Warranty and Product Liability Matters........................................................................ Aa-17
  4.27 Warranty, Repurchase and Other Service Obligations............................................................ Aa-17
  4.28 Dealer Arrangements........................................................................................... Aa-17
  4.29 Guarantees.................................................................................................... Aa-17
  4.30 Prospective Changes........................................................................................... Aa-18
  4.31 Full Disclosure............................................................................................... Aa-18
ARTICLE 5............................................................................................................ Aa-19
  REPRESENTATIONS AND WARRANTIES OF OAKWOOD AND MERGER SUB........................................................... Aa-19
  5.1 Organization and Qualification................................................................................. Aa-19
  5.2 Articles of Incorporation and Bylaws........................................................................... Aa-19
  5.3 Capitalization................................................................................................. Aa-19
  5.4 Authority Relative to this Agreement........................................................................... Aa-20
  5.5 No Conflict; Required Filings and Consents..................................................................... Aa-20
  5.6 SEC Filings; Financial Statements.............................................................................. Aa-20
  5.7 Absence of Changes............................................................................................. Aa-21
  5.8 Absence of Litigation.......................................................................................... Aa-21
  5.9 Brokers........................................................................................................ Aa-21
  5.10 Compliance.................................................................................................... Aa-21
  5.11 Full Disclosure............................................................................................... Aa-21
ARTICLE 6............................................................................................................ Aa-21
  COVENANTS.......................................................................................................... Aa-21
  6.1 Covenants of Oakwood and Golden West........................................................................... Aa-21
  6.2 Covenants of Golden West....................................................................................... Aa-23
  6.3 Covenants of Oakwood........................................................................................... Aa-25
  6.4 Tax-Free Reorganization........................................................................................ Aa-25
ARTICLE 7............................................................................................................ Aa-25
  CONDITIONS......................................................................................................... Aa-25
  7.1 Conditions to Each Party's Obligation to Effect the Merger..................................................... Aa-25
  7.2 Conditions to Obligation of Golden West to Effect the Merger................................................... Aa-26
  7.3 Conditions to Obligation of Oakwood and Merger Sub to Effect the Merger........................................ Aa-27
ARTICLE 8............................................................................................................ Aa-28
  INDEMNIFICATION.................................................................................................... Aa-28
  8.1 Indemnification................................................................................................ Aa-28
  8.2 Notice......................................................................................................... Aa-29
ARTICLE 9............................................................................................................ Aa-29
  TERMINATION........................................................................................................ Aa-29
  9.1 Termination by Mutual Consent.................................................................................. Aa-29
  9.2 Termination by Either Oakwood or Golden West................................................................... Aa-29
  9.3 Termination by Golden West..................................................................................... Aa-29
  9.4 Termination by Oakwood......................................................................................... Aa-29
  9.5 Effect of Termination and Abandonment.......................................................................... Aa-30
  9.6 Extension; Waiver.............................................................................................. Aa-30

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  9.7 Termination Fee................................................................................................ Aa-30
ARTICLE 10........................................................................................................... Aa-30
  GENERAL PROVISIONS................................................................................................. Aa-30
  10.1 Effectiveness of Representations and Warranties............................................................... Aa-30
  10.2 Notices....................................................................................................... Aa-30
  10.3 Assignment, Binding Effect; Benefit........................................................................... Aa-31
  10.4 Entire Agreement.............................................................................................. Aa-31
  10.5 Amendment..................................................................................................... Aa-31
  10.6 Governing Law................................................................................................. Aa-32
  10.7 Counterparts.................................................................................................. Aa-32
  10.8 Headings...................................................................................................... Aa-32
  10.9 Interpretation................................................................................................ Aa-32
  10.10 Waivers...................................................................................................... Aa-32
  10.11 Incorporation of Schedules and Exhibits...................................................................... Aa-32
  10.12 Severability................................................................................................. Aa-32
  10.13 Enforcement of Agreement..................................................................................... Aa-32
  10.14 Effectiveness................................................................................................ Aa-32

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ACQUISITION AGREEMENT 
  This ACQUISITION AGREEMENT (the "Agreement"), is executed as of the 17th
day of August, 1994, by and among OAKWOOD HOMES CORPORATION, a North Carolina   
corporation ("Oakwood"), GOLDEN ACQUISITION CORPORATION, a newly formed         
California corporation and wholly-owned subsidiary of Oakwood ("Merger Sub"),   
GOLDEN WEST HOMES, a California corporation ("Golden West"), the shareholders of
Golden West who receive Oakwood Common Stock (as hereinafter defined) under this
Agreement (the "Shareholders"), and FIRST UNION NATIONAL BANK OF NORTH CAROLINA,
a national banking association organized and existing under the laws of the     
United States of America, as Escrow Agent (the "Escrow Agent").                 
RECITALS
     A. The Boards of Directors of Oakwood, Merger Sub and Golden West each have
determined that a business combination pursuant to which Merger Sub will merge  
with and into Golden West and Golden West will become a wholly-owned subsidiary 
of Oakwood is in the best interests of the respective companies and their       
shareholders, and accordingly have approved the merger provided for herein upon 
the terms and subject to the conditions set forth herein.                       
     B. For federal income tax purposes, it is intended that the merger provided
for herein qualify as a reorganization within the meaning of Section            
368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "Code"), and 
for financial accounting purposes be accounted for as a "pooling of interests." 
NOW, THEREFORE, in consideration of the foregoing, and of the         
representations, warranties, covenants and agreements contained herein, the     
parties hereto hereby agree as follows:                                         
ARTICLE 1 
THE MERGER
   1.1 THE MERGER. Upon the terms and subject to the conditions set forth in
this Agreement, and in accordance with the California General Corporation Law   
("CGCL"), at the Effective Time (as defined in Section 1.3), Merger Sub shall be
merged with and into Golden West and the separate corporate existence of Merger 
Sub shall thereupon cease (the "Merger"). Golden West shall be the surviving    
corporation in the Merger (sometimes hereinafter referred to as the "Surviving  
Corporation") and shall be a wholly-owned subsidiary of Oakwood. In connection  
with the Merger, each of Oakwood, Merger Sub and Golden West shall adopt an     
Agreement of Merger substantially in the form of Exhibit A attached hereto (the 
"Agreement of Merger").                                                         
     1.2 THE CLOSING. Subject to the terms and conditions of this Agreement, the
closing of the Merger (the "Closing") shall take place (a) at the offices of    
Kennedy Covington Lobdell & Hickman, L.L.P., NationsBank Corporate Center, Suite
4200, 100 North Tryon Street, Charlotte, North Carolina, at 9:00 am., Charlotte 
time, as promptly as practicable (and in any event within two business days)    
following the day on which the last to be fulfilled or waived of the conditions 
set forth in Article 7 shall be fulfilled or waived in accordance herewith or   
(b) at such other time, date or place as Oakwood and Golden West may agree. The 
date on which the Closing occurs is hereinafter referred to as the "Closing     
Date," which date shall be the same as the date of the Effective Time (defined  
below).                                                                         
 1.3 EFFECTIVE TIME. If all of the conditions to the Merger set forth in
Article 7 shall have been fulfilled or waived in accordance herewith and this   
Agreement shall not have been terminated as provided in Article 9, the parties  
hereto shall cause an Agreement of Merger meeting the requirements of Section   
1101 of the CGCL to be properly executed and filed, together with appropriate   
officers' certificates, in accordance with Section 1103 of the CGCL on the      
Closing Date. The Merger shall become effective at the time of filing of the    
Agreement of Merger or at such later time which the parties hereto shall have   
agreed upon and designated in such filing as the effective time of the Merger   
(the "Effective Time").                                                         
ARTICLE 2 
ARTICLES OF INCORPORATION AND BYLAWS
AND OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION 
    2.1 ARTICLES OF INCORPORATION. The Articles of Incorporation of Merger Sub
in effect immediately prior to the Effective Time shall be the Articles of      
Incorporation of the Surviving Corporation, until duly amended in accordance    
with applicable law.                                                            
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 2.2 BYLAWS. The Bylaws of Merger Sub in effect immediately prior to the
Effective Time shall be the Bylaws of the Surviving Corporation, until duly     
amended in accordance with applicable law.                                      
     2.3 DIRECTORS. The directors of the Surviving Corporation immediately after
the Effective Time shall be the following persons:                              

Harry E. Karsten, Jr.                                                           
Nicholas J. St. George                                                          
A. Steven Michael                                                               
C. Michael Kilbourne                                                            
Robert D. Harvey, Sr.                                                           
Robert D. Totten                                                                
Gary R. Mounts                                                                  

   2.4 OFFICERS. The officers of the Surviving Corporation immediately after
the Effective Time shall be the following persons:                              

                                                                [Download Table]
                                                                             
President and Chief Executive Officer:                  Harry E. Karsten, Jr.
Executive Vice President, Operations:                   Bruce W. Stoyer      
Executive Vice President:                               A. Steven Michael    
Senior Vice President:                                  Robert J. Henry      
Vice President, Chief Financial Officer and Secretary:  Frank D. Jacobs      
Vice President:                                         C. Michael Kilbourne 
Vice President:                                         Robert C. Latimer    
Vice President:                                         Phillip E. Clark     
Vice President:                                         Paul A. Karsten      
Treasurer:                                              Douglas R. Muir      
Assistant Secretary:                                    Myles E. Standish    
Assistant Secretary:                                    Gwendalyn C. Scott   

ARTICLE 3 
CONVERSION OF GOLDEN WEST STOCK; EXCHANGE OF CERTIFICATES 
3.1 CONVERSION OF SHARES.                                             
  (a) Prior to the Effective Time, Harry E. Karsten, Jr., Robert D. Totten
and Celia Golden as Beneficiary shall convert an aggregate of $500,000 of their 
combined Deferred Compensation Plan account balances into 260,000 shares of the 
no par value Common Stock of Golden West ("Golden West Common Stock") pursuant  
to the terms of the Golden West Deferred Compensation Plan, as amended (the     
"Deferred Compensation Plan"), and otherwise on terms satisfactory to Oakwood.  
At the Effective Time, by virtue of the Merger and without any action on the    
part of Oakwood, Merger Sub, Golden West or the holders of any of their         
respective securities, each share of Golden West Common Stock, issued and       
outstanding immediately prior to the Effective Time (other than any Dissenting  
Shares (if applicable and as defined in Section 3.7(a)), and each share of      
Preferred Stock, no par value, of Golden West ("Golden West Preferred Stock "), 
issued and outstanding immediately prior to the Effective Time (other than any  
Dissenting Shares (if applicable)), shall be converted, subject to Section 3.2, 
into the right to receive .231099373 of one share of the Common Stock, $.50 par 
value, of Oakwood ("Oakwood Common Stock") (the "Exchange Ratio"). The shares of
Oakwood Common Stock issued pursuant to this Section 3.1, and the shares of     
Oakwood Common Stock reserved for issuance pursuant to Section 3.5, shall in the
aggregate be no more than 700,000 less (a) the number of Dissenting Common      
Shares (as defined in Section 3.7(a)) multiplied by the Exchange Ratio plus the 
number of Dissenting Preferred Shares (as defined in Section 3.7(a)) multiplied 
by the Exchange Ratio, and (b) the sum of all fractional shares for which cash  
was or is to be paid pursuant to Section 3.2; provided, however, that, in any   
event, if between the date of this Agreement and the Effective Time the         
outstanding shares of Oakwood Common Stock or Golden West Common Stock or Golden
West Preferred Stock shall have been changed into a different number of shares  
or a different class, by reason of any stock dividend, subdivision,             
reclassification, recapitalization, split, combination or exchange of shares,   
the Exchange Ratios shall be correspondingly adjusted to reflect such stock     
dividend, subdivision, reclassification, recapitalization, split, combination or
exchange of shares. At the Effective Time, all shares of Golden West Common     
Stock and Golden West Preferred Stock shall no longer be outstanding and shall  
automatically be canceled and retired and shall cease to exist, and each        
certificate previously evidencing any such shares shall thereafter represent the
right to receive, upon                                                          
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the surrender of such certificate in accordance with the provisions of Section  
3.3, certificates evidencing such number of whole shares of Oakwood Common Stock
into which such Golden West Common Stock or Golden West Preferred Stock was     
converted in accordance with the Exchange Ratios. The holders of such           
certificates previously evidencing such shares of Golden West Common Stock and  
Golden West Preferred Stock outstanding immediately prior to the Effective Time 
shall cease to have any rights with respect to such shares except as otherwise  
provided herein or by law. No fractional share of Oakwood Common Stock shall be 
issued; and, in lieu thereof, a cash payment shall be made pursuant to Section  
3.2.                                                                            
   (b) At the Effective Time, by virtue of the Merger and without any action
on the part of Oakwood, Merger Sub or Golden West, each share of capital stock  
of Merger Sub issued and outstanding prior to the Effective Time, shall be      
converted into the right to receive one share of Common Stock of Golden West as 
the Surviving Corporation. From and after the Effective Time, Oakwood, as holder
of all of the outstanding shares of capital stock of Merger Sub, shall have the 
right to receive Common Stock of Golden West as provided hereinabove upon its   
surrender of the certificate or certificates representing all shares of the     
capital stock of Merger Sub. Until surrender, each outstanding certificate which
prior to the Effective Time represented capital stock of Merger Sub shall be    
deemed for all corporate purposes to evidence ownership of the number of whole  
shares of Common Stock of Golden West into which the shares of capital stock of 
Merger Sub have been so converted. From and after the Effective Time, Oakwood,  
as owner of all outstanding shares of the capital stock of Merger Sub, shall    
thereupon cease to have any rights with respect to such shares and its rights   
shall be solely in respect of the Common Stock of Golden West into which such   
shares of capital stock of Merger Sub have been so converted.                   
     3.2 FRACTIONAL SHARES. No fraction of a share of Oakwood Common Stock shall
be issued in the Merger. In lieu of any such fractional shares, each holder of  
Golden West Common Stock or Golden West Preferred Stock upon surrender of a     
certificate for exchange pursuant to Section 3.3 shall be paid an amount in cash
(without interest), rounded to the nearest cent, determined by multiplying the  
fractional interest to which such holder would otherwise be entitled (after     
taking into account all shares of Golden West Common Stock or Golden West       
Preferred Stock then held of record by such holder) by the closing price of the 
Oakwood Common Stock on the New York Stock Exchange two business days before the
Effective Time (or, if such stock is not traded on the New York Stock Exchange  
on such date, the closing price thereon on the immediately preceding day on     
which the stock traded) (the "Closing Price").                                  
     3.3 EXCHANGE OF CERTIFICATES. At the Closing, Oakwood shall deliver to each
shareholder of Golden West, against receipt of duly endorsed certificates for   
all of such shareholder's shares of Golden West Common Stock or Golden West     
Preferred Stock and an executed Acknowledgment (as hereinafter defined),        
certificates evidencing the number of whole shares of Oakwood Common Stock (less
the Escrowed Shares as provided below) that such shareholder has a right to     
receive in accordance with the Exchange Ratio in respect of the shares of Golden
West Common Stock or Golden West Preferred Stock formerly evidenced by such     
certificates and cash in lieu of fractional shares of Oakwood Common Stock to   
which such shareholder is entitled pursuant to Section 3.2. After the Effective 
Time, except for a shareholder receiving payment pursuant to the preceding      
sentence, each holder of record of a certificate or certificates which          
immediately prior to the Effective Time evidenced outstanding shares of Golden  
West Common Stock or Golden West Preferred Stock (other than Dissenting Shares, 
if applicable) upon surrender thereof (and upon presentation of an executed     
Acknowledgment) to Wachovia Bank of North Carolina, NA (the "Exchange Agent"),  
as exchange agent for Oakwood, shall be entitled to receive in exchange therefor
(a) certificates evidencing that number of whole shares of Oakwood Common Stock 
that such holder has the right to receive in accordance with the Exchange Ratios
in respect of the shares of Golden West Common Stock or Golden West Preferred   
Stock formerly evidenced by such certificate, (b) any dividends or other        
certificate, distributions to which such holder is entitled pursuant to Section 
3.4 and (c) cash in lieu of fractional shares of Oakwood Common Stock to which  
such holder is entitled pursuant to Section 3.2 (the distributions and cash     
described in clauses (a), (b) and (c) being, collectively, the "Merger          
Consideration"), and the certificate so surrendered shall forthwith be canceled.
In the event of a transfer of ownership of shares of Golden West Common Stock or
Golden West Preferred Stock that is not registered in the transfer records of   
Golden West, shares of Oakwood Common Stock may be issued and paid in accordance
with this Article III to a transferee if the certificate evidencing such shares 
of Golden West Common Stock or Golden West Preferred Stock is presented to the  
Exchange Agent, accompanied by all documents required to evidence and effect    
such transfer and by evidence that any applicable stock transfer taxes have been
paid. Until surrendered as contemplated by this Section 3.3, each certificate   
representing shares of Golden West Common Stock or Golden West Preferred Stock  
shall be deemed at any time after the Effective Time to evidence only the right 
to receive upon such surrender (and upon presentation of an executed            
Acknowledgment) the Merger Consideration.                                       
    3.4 DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES OF GOLDEN WEST COMMON
STOCK OR GOLDEN WEST PREFERRED STOCK. No dividends or other distributions       
declared or made after the Effective Time with respect to Oakwood Common Stock  
with a record date after the Effective Time shall be paid to the holder of any  
unsurrendered certificate representing shares of                                
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Golden West Common Stock or Golden West Preferred Stock with respect to the     
shares of Oakwood Common Stock they are entitled to receive until the holder of 
such unsurrendered certificate shall surrender the certificate.                 
  3.5 STOCK OPTIONS. At the Effective Time, Golden West's obligations with
respect to each outstanding Golden West Stock Option (as defined in Section 4.3)
to purchase shares of Golden West Common Stock, as amended in the manner        
described in the following sentence, shall be assumed by Oakwood. The Golden    
West Stock Options so assumed by Oakwood shall continue to have, and be subject 
to, the same terms and conditions as set forth in the stock option plans and    
agreements pursuant to which such Golden West Stock Options were issued as in   
effect immediately prior to the Effective Time, except that (a) each Golden West
Stock Option shall be exercisable for that number of whole shares of Oakwood    
Common Stock equal to the product of the number of shares of Golden West Common 
Stock covered by such Golden West Stock Option immediately prior to the         
Effective Time multiplied by the Exchange Ratio and rounded down to the nearest 
whole number of shares of Oakwood Common Stock and (b) the price at which each  
such Golden West Stock Option is exercisable shall be divided by the Exchange   
Ratio. Oakwood shall (i) reserve for issuance the aggregate number of shares of 
Oakwood Common Stock that will become issuable upon the exercise of such Golden 
West Stock Options pursuant to this Section 3.5 and (ii) promptly after the     
Effective Time issue to each holder of an outstanding Golden West Stock Option a
document evidencing the assumption by Oakwood of Golden West's obligations with 
respect thereto under this Section 3.5. Nothing in this Section 3.5 shall affect
the schedule of vesting with respect to the Golden West Stock Options to be     
assumed by Oakwood. Prior to the Effective Time and if Oakwood so requests,     
Golden West shall enter into agreements satisfactory to Oakwood with each holder
of an outstanding Golden West Stock Option pursuant to which such holder agrees 
to the assumption of his option by Oakwood as provided in this Section 3.5. For 
each outstanding Golden West Stock Option, Schedule 3.5 sets forth (a) the      
number of shares of Golden West Common Stock for which such option is           
exercisable and the exercise price with respect thereto and (b) the number of   
shares of Oakwood Common Stock for which each such option shall be exercisable  
upon its assumption by Oakwood and the exercise price therefor as determined    
pursuant to this Section 3.5.                                                   
     3.6 WITHHOLDING RIGHTS. Oakwood, Golden West or the Exchange Agent shall be
entitled to deduct and withhold from the consideration otherwise payable        
pursuant to this Agreement to any holder of shares of or options for Golden West
Common Stock or Golden West Preferred Stock such amounts as Oakwood, Golden West
or the Exchange Agent is required to deduct and withhold with respect to the    
making of such payment under the Code (hereinafter defined) or any provision of 
state, local or foreign tax law. To the extent that amounts are so withheld by  
Oakwood, Golden West or the Exchange Agent, such withheld amounts shall be      
treated for all purposes of this Agreement as having been paid to the holder of 
the shares of Golden West Common Stock or Golden West Preferred Stock in respect
of which such deduction and withholding was made by Oakwood or the Exchange     
Agent.                                                                          
3.7 DISSENTING SHARES.                                                
    (a) If provided for under the CGCL, notwithstanding any other provision of
this Agreement to the contrary, shares of Golden West Common Stock or Golden    
West Preferred Stock that are outstanding immediately prior to the Effective    
Time and which are held by shareholders of Golden West who shall not have voted 
in favor of the Merger or consented thereto in writing and who shall have       
demanded properly in writing payment for such shares in accordance with Sections
1300 et seq. of the CGCL and who shall not have withdrawn such demand or have   
been deemed or otherwise have forfeited the right to payment (such shares of    
Golden West Common Stock being referred to as "Dissenting Common Shares," such  
shares of Golden West Preferred Stock being referred to as "Dissenting Preferred
Shares" and the Dissenting Common Shares and the Dissenting Preferred Shares    
being referred to collectively as the "Dissenting Shares") shall not be         
converted into or represent the right to receive the Merger Consideration. Such 
shareholders shall be entitled to receive payment of the fair market value of   
such shares of Golden West Common Stock or Golden West Preferred Stock held by  
them in accordance with the provisions of the CGCL, except that all Dissenting  
Shares held by shareholders who shall have failed to perfect or who effectively 
shall have withdrawn or lost their rights to payment for such shares of Golden  
West Common Stock or Golden West Preferred Stock under the CGCL shall thereupon 
be deemed to have been converted into and to have become exchangeable, as of the
Effective Time, for the right to receive, without any interest thereon, the     
Merger Consideration, upon surrender in the manner provided in Section 3.3 of   
the certificate or certificates that formerly evidenced such shares of Golden   
West Common Stock or Golden West Preferred Stock.                               
 (b) Golden West shall give Oakwood (i) prompt notice of any demands for
payment received by Golden West, withdrawals of such demands, and any other     
instruments served pursuant to the CGCL and received by Golden West and (ii) the
opportunity to direct all negotiations and proceedings with respect to demands  
for payment under the CGCL. Golden West shall not, except with the prior written
consent of Oakwood, make any payment with respect to any demands for payment, or
offer to settle, or settle, any such demands.                                   
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3.8 TRANSACTION EXPENSES. Golden West shall bear all Golden West      
Transaction Expenses (hereinafter defined) in the event the Merger is not       
consummated. In the event the Merger is consummated, Golden West shall bear only
the first $100,000 of Golden West Transaction Expenses and the shareholders of  
Golden West, and not Golden West, shall bear all Golden West Transaction        
Expenses in excess of $100,000; provided, however, that if the Form S-4 (as     
hereinafter defined) is reviewed by the staff of the Securities and Exchange    
Commission, then in addition to the first $100,000 of Golden West Transaction   
Expenses, Golden West shall also bear the incremental costs (not to exceed      
$50,000), over the first $100,000, incurred by Golden West's accountants and    
attorneys in responding to such review. As among themselves, the Golden West    
shareholders shall bear all such excess expenses pro rata based on the number of
shares of Golden West Common Stock and Golden West Preferred Stock owned by them
at the Effective Time. As used herein, "Golden West Transaction Expenses" means 
the total amount of expenses incurred by Golden West or any Golden West         
Subsidiary in connection with the Merger and the transactions contemplated by   
this Agreement (excluding any expenses related to the initial public offering of
the Golden West Common Stock, which offering was never completed, and any       
break-up fee due Wedbush Morgan Securities in connection therewith) for the     
following: fees and expenses of the attorneys, accountants and investment       
bankers or financial advisers of Golden West, any Golden West Subsidiary or any 
Golden West shareholders, any travel expenses or other direct out-of-pocket     
expenses of Golden West, any Golden West Subsidiary or any Golden West          
shareholder incurred in connection with negotiating, drafting and preparing this
Agreement and attending the Closing, the expenses of the due diligence conducted
by Golden West hereunder, and the expenses relating to the Golden West          
shareholders' meeting to approve the Merger (or the furnishing of consents to   
the shareholders) (excluding the printing costs and filing fees of the Form S-4 
(hereinafter defined)).                                                         
     3.9 ESCROW. On the Closing Date, Oakwood shall deliver to the Escrow Agent,
a certificate with respect to each Shareholder for 10% of the shares of Oakwood 
Common Stock (rounded down to the nearest whole share) that such Shareholder is 
entitled to receive pursuant to Section 3.3 (such shares, together with all     
shares issued in payment or distribution of any stock dividend on or split-up or
other recapitalization of, or in respect of, any such escrowed shares, and any  
securities or other property issued or distributed with respect to such shares  
in connection with any merger, consolidation or liquidation of Oakwood being    
herein sometimes called the "Escrowed Shares"), to be held as specified in this 
Section 3.9. Each such stock certificate shall be registered in the name of such
Shareholder and shall be duly endorsed in blank, or shall be accompanied by     
stock powers duly signed in blank, by such Shareholder. The Escrowed Shares of  
each Shareholder shall be applied to indemnify and hold harmless Oakwood against
and in respect of Losses (as defined in Section 8.1 hereof), in accordance with 
the terms and conditions of this Agreement; provided, however, that no Escrowed 
Shares shall be applied to indemnify Oakwood except to the extent that the      
aggregate amount of Losses exceeds $150,000. The Shareholders shall be entitled 
to vote the Escrowed Shares and shall be entitled to receive any dividend or    
distribution thereon (other than dividends or distributions in the form of      
capital stock of Oakwood, which shall be delivered to the Escrow Agent and held 
as part of the Escrowed Shares). Except as provided in Section 3.9(c) hereof,   
the Escrow Agent shall hold the Escrowed Shares according to the provisions of  
this Section 3.9.                                                               

(a) Term of Escrow. Except as provided in Section 3.9(c) hereof, the  
Escrowed Shares shall not be released from escrow until (a) if the Closing      
occurs on or before September 30, 1994, the date on which Oakwood releases to   
the public its financial results for the fiscal year ending September 30, 1994  
or (b) if the Closing occurs after September 30, 1994, the date on which Oakwood
releases to the public its financial results for the fiscal quarter ending      
December 31, 1994 (such date being hereinafter sometimes referred to as the     
"Release Date").                                                                

  (b) Formula for Number of Escrowed Shares to be Returned to Oakwood. The
number of Escrowed Shares to be returned to Oakwood in respect of each Loss     
shall be computed by dividing the dollar amount of the Shareholders' liability  
in respect of such Loss by the closing price of the Oakwood Common Stock on the 
New York Stock Exchange at the Effective Time (or if such stock is not traded on
the New York Stock Exchange at the Effective Time, the immediately preceding day
on which the stock is traded on the New York Stock Exchange) (the "Closing      
Value"), rounded up to the nearest whole share, subject to appropriate          
adjustment in the event of a stock dividend on, or split-up or other            
recapitalization of, or in respect of, the Escrowed Shares or in the event that 
other securities or property have been deposited in escrow in connection with   
any merger, consolidation or liquidation of Oakwood; and such Escrowed Shares to
be so returned shall be divided among the Shareholders in accordance with their 
respective interests in the Escrowed Shares.                                    
  (c) Certification of Losses, Return of Shares to Oakwood and Delivery of
Balance to the Shareholders.                                                    
      (i) Subject to subsection (c)(ii) below, Oakwood may, from time to
  time, on not less than 30 days' written notice to the Shareholders given
    prior to the Release Date, apply all or any part of the Escrowed Shares to
  the payment, reimbursement, settlement or discharge of any Loss that has
occurred or will or may occur by instructing the Escrow Agent         
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 to return such Escrowed Shares to Oakwood; provided, however, that such
  notice shall state with reasonable specificity the circumstances of such
asserted Loss and shall set forth the number of Escrowed Shares to be 
applied in respect thereof.                                           
   (ii) Oakwood shall defer instructing the Escrow Agent to return
    Escrowed Shares to it if it has received written notice from a Shareholder
    questioning the propriety of such proposed application, in which case such
  question shall be referred to and settled by arbitration by the American
    Arbitration Association, as arbitrator. The arbitrator shall determine the
    amount, if any, of such proposed application which is proper. The venue of
   the arbitral proceedings shall be in Guilford County, North Carolina. The
     proceedings shall be governed by the Rules of Commercial Arbitration of the
     American Arbitration Association. In reaching their decision the arbitrator
    shall apply the principles of law that a North Carolina court, in applying
North Carolina law, would use in the event of litigation on the same  
    issues. The decision rendered by the arbitrator shall be final and binding
on the parties hereto, including the Escrow Agent.                    
        (iii) The Escrowed Shares, or any balance thereof held by the Escrow
Agent (x) as to which notice shall not have been given by Oakwood as  
    aforesaid on or prior to the Release Date and (y) reduced by the number of
 Escrowed Shares to be retained pursuant to subsection (c)(iv), shall be
  delivered to the Shareholders not more than five business days after the
    Release Date; and such shares to be so returned shall be divided among the
    Shareholders in accordance with their respective interests in the original
Escrowed Shares. Any Escrowed Shares held by the Escrow Agent on the  
    Release Date the application of which to a Loss has been deferred pursuant
to subsection (c)(ii) above or (c)(iv) below shall, upon final        
   determination or settlement of the Loss being determined or contested, be
     applied thereto and any balance delivered to the Shareholders in accordance
    with their then respective interests in the Escrowed Shares. Oakwood shall
   promptly notify the Escrow Agent on or before the Release Date indicating
  the number of Escrowed Shares the application of which has been deferred
pursuant to subsection (c)(ii) above or (c)(iv) below.                
       (iv) On or before the Release Date, Oakwood shall notify in writing
the Escrow Agent and the Shareholders of any claim for payment,       
     reimbursement, settlement or discharge of any Loss, the amount of which has
   not been liquidated or determined and for which, therefore, no notice has
 been given pursuant to subsection (c)(ii) above. In its notice, Oakwood
  shall describe with reasonable specificity the nature, type and basis of
     such claim and make a good faith estimate of the maximum amount of the Loss
    and of the number of Escrowed Shares to be returned to Oakwood for payment
     or reimbursement of such Loss, which number shall be retained by the Escrow
Agent pursuant to subsection (c)(iii).                                
     (d) Duties of Escrow Agent. The Escrow Amount shall be held by Escrow Agent
on the terms and subject to the conditions set forth herein but Escrow Agent    
shall have no responsibility with respect to this Agreement or obligation       
hereunder other than to act as Escrow Agent in accordance herewith. Except as   
provided in this Section 3.9, Escrow Agent is not a party to, bound by or       
responsible for compliance with the provisions of this Agreement. It is         
understood and agreed that the duties of Escrow Agent hereunder are ministerial 
in nature and that Escrow Agent shall incur no liability except for and to the  
extent of its willful misconduct or gross negligence.                           
ARTICLE 4 
REPRESENTATIONS AND WARRANTIES OF GOLDEN WEST 
AND THE SHAREHOLDERS
Golden West and the Shareholders hereby jointly and severally make the
representations and warranties contained in this Article 4. Such representations
and warranties are made to provide Oakwood with assurance as to the status of   
matters specified in this Article as of the date of this Agreement through the  
Closing Date and are not intended to guarantee the future results of Golden West
or, except as may be expressly set forth in this Article 4, to give Oakwood     
assurance as to any matters which may occur after the Effective Time. As        
provided in Section 10.1, the representations and warranties in this Article 4  
shall survive the Effective Time and terminate on the first anniversary date of 
the Effective Time.                                                             
   As used herein, where a statement is made "to the knowledge" or "the best
knowledge" of Golden West or a Golden West Subsidiary or a statement is made    
that Golden West or a Golden West Subsidiary "knows" a particular fact or       
circumstance, such knowledge shall include the knowledge of the officers and key
employees of Golden West and each Golden West Subsidiary named in Schedule 4.0  
after (a) review by such officers and key employees of the pertinent business   
records of Golden West and each Golden West Subsidiary in their files and (b)   
inquiry by one or more of such officers and key employees of each attorney or   
accountant retained by Golden West or any Golden West Subsidiary who is         
reasonably believed to have relevant information about the matter as to which   
such knowledge or lack of knowledge is asserted (the scope of such review and   
inquiry being that of a reasonable person under the circumstances).             
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4.1 ORGANIZATION AND QUALIFICATION; SUBSIDIARIES. Golden West and each
subsidiary of Golden West (a "Golden West Subsidiary"), which subsidiaries and  
their capitalization are listed on Schedule 4.1, is a corporation duly          
organized, validly existing and in good standing under the laws of the          
jurisdiction of its incorporation and has the requisite power and authority and 
all necessary governmental approvals to own, lease and operate its properties   
and to carry on its business as it is now being conducted, except where the     
failure to be so organized, existing or in good standing or to have such power, 
authority and governmental approvals would not, individually or in the          
aggregate, have a Golden West Material Adverse Effect (as defined below). Golden
West and each Golden West Subsidiary are duly qualified or licensed as foreign  
corporations to do business, and are in good standing, in each jurisdiction     
where the character of the properties owned, leased or operated by them or the  
nature of their business makes such qualification or licensing necessary, except
for such failures to be so qualified or licensed and in good standing that would
not, individually or in the aggregate, have a Golden West Material Adverse      
Effect. The term "Golden West Material Adverse Effect" means any change or      
effect that is or would be materially adverse to the business, results of       
operations or financial condition of Golden West and the Golden West            
Subsidiaries, taken as a whole, excluding any changes or effects caused by      
changes in general economic conditions or changes generally affecting Golden    
West's industry.                                                                
   4.2 ARTICLES OF INCORPORATION AND BYLAWS. Golden West has heretofore made
available to Oakwood a complete and correct copy of the Articles of             
Incorporation and the Bylaws or equivalent organizational documents, each as    
amended to date, of Golden West and each Golden West Subsidiary. Such Articles  
of Incorporation, Bylaws and equivalent organizational documents are in full    
force and effect. Neither Golden West or any Golden West Subsidiary is in       
violation of any provisions of its Articles of Incorporation, Bylaws or         
equivalent organizational documents.                                            
     4.3 CAPITALIZATION. The authorized capital stock of Golden West consists of
20,000,000 shares of Golden West Common Stock and 1,105,000 shares of Golden    
West Preferred Stock. As of the date hereof, (i) 1,287,000 shares of Golden West
Common Stock were issued and outstanding, all of which shares were validly      
issued, fully paid and nonassessable and were not issued in violation of any    
preemptive rights, (ii) 377,000 shares of Golden West Common Stock were reserved
for future issuance pursuant to outstanding employee stock options granted      
pursuant to Golden West's 1994 Stock Option Plan and any other employee stock   
option plan or program (any employee or director stock option issued under any  
such plan being a "Golden West Stock Option"), which options were not granted in
violation of any preemptive rights, (iii) 260,000 shares of Golden West Common  
Stock were reserved for future issuance pursuant to the Deferred Compensation   
Plan and (iv) 1,105,000 shares of Golden West Preferred Stock were issued and   
outstanding, all of which shares were validly issued, fully paid and            
nonassessable and were not issued in violation of any preemptive rights. The    
names and addresses of all of the record owners of the outstanding shares of    
Golden West Common Stock and Golden West Preferred Stock, and the certificate   
numbers for such shares are set forth in Schedule 4.3. Schedule 4.3 shall be    
updated by Golden West, at least five days prior to the Closing, to include the 
Social Security or Federal Tax I.D. numbers for all such record owners. Except  
as set forth in Schedule 4.3 or Schedule 3.5, or except as set forth in this    
Section 4.3, there are no options, warrants or other rights, agreements,        
arrangements or commitments of any character relating to the issued or unissued 
capital stock of Golden West or any Golden West Subsidiary to issue or sell any 
shares of capital stock of, or other equity interests in, Golden West or any    
Golden West Subsidiary. All shares of Golden West Common Stock subject to       
issuance as aforesaid, upon issuance on the terms and conditions specified in   
the instruments pursuant to which they are issuable, will be duly authorized,   
validly issued, fully paid and nonassessable. Except as set forth in Schedule   
4.3, there are no material outstanding contractual obligations of Golden West or
any Golden West Subsidiary to repurchase, redeem or otherwise acquire any shares
of Golden West Common Stock or any capital stock of any Golden West Subsidiary, 
or make any material investment (in the form of a loan, capital contribution or 
otherwise) in, any Golden West Subsidiary or any other person or entity. The    
capitalization of each Golden West Subsidiary is set forth in Schedule 4.1. Each
outstanding share of capital stock of each Golden West Subsidiary is duly       
authorized, validly issued, fully paid and nonassessable and was not issued in  
violation of any preemptive rights. Each such share owned by Golden West or     
another Golden West Subsidiary is free and clear of all security interests,     
liens, claims, pledges, options, rights of first refusal, agreements,           
limitations on Golden West's or such other Golden West Subsidiary's voting      
rights, charges and other encumbrances of any nature whatsoever. All offers and 
sales of Golden West Common Stock and Golden West Preferred Stock and the stock 
of any Golden West Subsidiary prior to the date hereof were at all relevant     
times duly registered under or exempt from the registration requirements of the 
Securities Act of 1933, as amended (the "Securities Act"), and were duly        
registered under or exempt from the registration requirements of the applicable 
state securities or "blue sky" laws ("Blue Sky Laws").                          
4.4 AUTHORITY RELATIVE TO THIS AGREEMENT.                             
(a) Golden West has all necessary power and authority to execute and  
deliver this Agreement, to perform its obligations hereunder and to consummate  
the transactions contemplated hereby. The execution and delivery of this        
Agreement by                                                                    
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Golden West and the consummation by it of the transactions contemplated hereby  
have been duly and validly authorized by all necessary corporate action and no  
other proceedings on the part of Golden West are necessary to authorize this    
Agreement or to consummate the transactions contemplated herein (other than,    
with respect to the Merger, any approval and adoption of this Agreement by the  
holders of Golden West Common Stock and Preferred Stock and the filing and      
recordation of appropriate merger documents as required by California law). This
Agreement has been duly and validly executed and delivered by Golden West and,  
assuming the due authorization, execution and delivery by Oakwood and Merger    
Sub, constitutes a legal, valid and binding obligation of Golden West           
enforceable against it in accordance with its terms, subject to the effect of   
any applicable bankruptcy, reorganization, insolvency, moratorium or similar    
laws affecting creditors' rights generally and subject to the effect of general 
principles of equity, including without limitation concepts of materiality,     
reasonableness, good faith and the possible unavailability of specific          
performance or injunctive relief, regardless of whether considered in a         
proceeding in equity or at law.                                                 
   (b) Each Shareholder has all necessary power and authority to execute and
deliver his or its respective Acknowledgment at the Effective Time and to       
perform his or its obligations thereunder and hereunder. The execution and      
delivery of the Acknowledgments at the Effective Time will have been duly and   
validly authorized by all necessary action on the part of the Shareholders and  
no other proceedings on the part of any Shareholder will have been necessary to 
authorize the Acknowledgments. The Acknowledgment executed by each Shareholder  
will have been duly and validly executed and delivered by him or it and,        
assuming the due authorization, execution and delivery by Oakwood and Merger    
Sub, constitute a legal, valid and binding obligation of such Shareholder       
enforceable against it in accordance with its terms, subject to the effect of   
any applicable bankruptcy, reorganization, insolvency, moratorium or similar    
laws affecting creditors' rights generally and subject to the effect of general 
principles of equity, including without limitation concepts of materiality,     
reasonableness, good faith and the possible unavailability of specific          
performance or injunctive relief, regardless of whether considered in a         
proceeding in equity or at law.                                                 
4.5 NO CONFLICT; REQUIRED FILINGS AND CONSENTS.                       
   (a) Except as set forth in Schedule 4.5 or as set forth in the exceptions
in Section 4.5(b) below, the execution and delivery of this Agreement by Golden 
West do not, and the performance of the transactions contemplated herein by     
Golden West will not, (i) conflict with or violate the Articles of Incorporation
or Bylaws or equivalent organizational documents of Golden West or any Golden   
West Subsidiary, (ii) conflict with or violate any law, rule, regulation, order,
judgment or decree applicable to Golden West or any Golden West Subsidiary or by
which property or assets of Golden West or any Golden West Subsidiary is bound  
or affected, or (iii) result in any breach of or constitute a default (or any   
event which with notice or lapse of time or both would become a default) under, 
result in the loss of a material benefit under, or give to others any right of  
termination, amendment, acceleration or cancellation of, or result in the       
creation of a lien or other encumbrance on any property or asset of Golden West 
or any Golden West Subsidiary pursuant to, any note, bond, mortgage, indenture, 
contract, agreement, lease, license, permit, franchise or other instrument or   
obligation to which Golden West or any Golden West Subsidiary is a party or by  
which Golden West or any Golden West Subsidiary or any property or asset of     
Golden West or any Golden West Subsidiary is bound or affected.                 
 (b) The execution and delivery of this Agreement by Golden West and the
execution and delivery of the Acknowledgments by each Shareholder do not, and   
the performance of this Agreement by Golden West and of the Acknowledgment by   
each Shareholder will not, require any consent, approval, authorization or      
permit of, or filing with or notification to, any governmental or regulatory    
authority, domestic or foreign (each a "Governmental Entity"), except for (i)   
applicable requirements, if any, of the Securities Exchange Act of 1934, as     
amended (the "Exchange Act"), the Securities Act, state securities or Blue Sky  
Laws and state takeover laws, (ii) the pre-merger notification requirements of  
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the   
rules and regulations thereunder (the "HSR Act") and (iii) filing and           
recordation of appropriate merger documents as required by California law.      
4.6 [INTENTIONALLY OMITTED].                                          
4.7 OTHER INTERESTS. Other than the Golden West Subsidiaries or as set
forth on Schedule 4.7, Golden West does not own directly or indirectly any      
interest or investment in any corporation, partnership, joint venture, business,
trust or other entity.                                                          
    4.8 FINANCIAL STATEMENTS. Golden West has delivered to Oakwood its audited
consolidated financial statements for the year ended December 25, 1993 and      
unaudited interim financial statements for each month and quarter subsequent to 
December 25, 1993 (the "Financial Statements"). Each of the balance sheets      
(excluding monthly balance sheets) provided to Oakwood (including the related   
notes and schedules) fairly presents the financial position of Golden West and  
the Subsidiaries as of its date and each of the statements of income, retained  
earnings and cash flows provided to Oakwood (including any                      
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related notes and schedules but excluding monthly statements) fairly presents   
the results of operations, retained earnings or cash flows of Golden West and   
the Golden West Subsidiaries for the periods set forth therein (subject, in the 
case of unaudited statements, to normal year-end audit adjustments which would  
not be material in amount or effect) in each case in accordance with generally  
accepted accounting principles consistently applied during the periods involved,
except as may be noted therein. The Financial Statements have been prepared from
the books and records of Golden West and the Golden West Subsidiaries which     
accurately and fairly reflect the transactions and dispositions of the assets of
Golden West and the Golden West Subsidiaries. As of December 25, 1993 or any    
subsequent date for which a balance sheet is provided, neither Golden West or   
any Golden West Subsidiary had any liabilities, contingent or otherwise, whether
due or to become due, known or unknown, as of such date other than as indicated 
on the balance sheet, or in the notes thereto or which in the aggregate will not
have a Golden West Material Adverse Effect. Golden West and the Golden West     
Subsidiaries have adequately funded all accrued employee benefit costs and such 
funding (to the date thereof) is reflected in the balance sheet.                
4.9 SUBSEQUENT EVENTS. Except as set forth in Schedule 4.9 or as      
specifically described in the footnotes to the Financial Statements, since March
26, 1994, there has not been:                                                   
(a) any Golden West Material Adverse Change, and no such prospective  
adverse change is reasonably expected to occur;                                 
(b) any disposition or issuance by Golden West or any Golden West     
Subsidiary of any of its capital stock, or of any option or right or privilege  
to acquire any of its capital stock, or any acquisition or retirement by Golden 
West of any of its capital stock, or any dividend or other distribution on or   
with respect to its capital stock;                                              
 (c) any sale, mortgage, pledge, grant, dividend or other disposition or
transfer of any asset or interest owned or possessed by Golden West or any      
Golden West Subsidiary, other than those occurring in the ordinary and regular  
course of business consistent with past practices and prior periods;            
(d) any expenditure or commitment by Golden West or any Golden West   
Subsidiary for the acquisition of assets of any kind, other than expenditures or
commitments in the ordinary and regular course of business consistent with past 
practices and prior periods;                                                    
(e) any damage, destruction or loss of such character as to interfere 
materially with the continued operation of any part of the business of Golden   
West or any Golden West Subsidiary (whether or not such loss was insured        
against), or to have a Golden West Material Adverse Effect;                     
     (f) any increase in the compensation payable or to become payable by Golden
West or any Golden West Subsidiary to any officer, shareholder or key employee  
of Golden West or any Golden West Subsidiary, or any agreement therefor;        
(g) any change made or authorized in the Articles of Incorporation or 
Bylaws of Golden West or any Golden West Subsidiary;                            
(h) any loans or advances by or to Golden West or any Golden West     
Subsidiary, other than renewals or extensions of existing indebtedness and uses 
of lines of credit;                                                             
(i) any cancellation or payment by Golden West or any Golden West     
Subsidiary of any indebtedness owing to it, or any cancellation or settlement by
Golden West or any Golden West Subsidiary of any claims against others;         
     (j) any failure by Golden West or any Golden West Subsidiary to operate its
business other than in the ordinary course of business, any change from past    
practices in the manner of building or depleting inventories, incurring or      
collecting receivables, or incurring or paying trade payables or accrued        
liabilities;                                                                    
 (k) any failure to maintain the books and records of Golden West or any
Golden West Subsidiary consistent with past practices, or any write-down of     
assets shown on the books and records of Golden West or any Golden West         
Subsidiary, or the establishment of any reserves or accruals in an amount or    
nature that is not consistent with past practices or prior periods;             
(l) any change in accounting practices; or                            
(m) any agreement or commitment by or on behalf of Golden West or any 
Golden West Subsidiary to do or to take any of the actions referred to in the   
foregoing subparagraphs (a) through (l).                                        
  4.10 TAX MATTERS. Golden West and the Golden West Subsidiaries have duly
filed all Tax reports and returns required to be filed by them as of the date   
hereof or have validly extended the due date for the filing thereof and have    
duly paid all Taxes and other charges (whether or not shown on any Tax return)  
due or claimed to be due from them by federal, foreign, state or local taxing   
authorities as of the date hereof or an adequate reserve has been established   
therefor in the Financial Statements;                                           
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and true and correct copies of all federal income and state franchise and income
Tax reports and returns beginning with the 1987 tax year have been heretofore   
delivered to Oakwood. The reserves for Taxes contained in the Financial         
Statements and carried on the books of Golden West (rather than any reserve for 
deferred taxes established to reflect temporary differences between book and tax
income) are adequate to cover all Tax liabilities as of the date of this        
Agreement. Since December 31, 1993, neither Golden West or any Golden West      
Subsidiary has incurred any material Tax liabilities other than in the ordinary 
course of business; there are no Tax liens (other than liens for current Taxes  
not yet due) upon any properties or assets of Golden West or any Golden West    
Subsidiary (whether real, personal or mixed, tangible or intangible), and,      
except as disclosed in Schedule 4.10 and as reflected in the Financial          
Statements, there are no pending or, to the best knowledge of Golden West and   
each Golden West Subsidiary, threatened questions or examinations relating to,  
or claims asserted for, Taxes or assessments against Golden West or any Golden  
West Subsidiary.                                                                
Neither Golden West or any Golden West Subsidiary has granted or been 
requested to grant any extension of the limitation period applicable to any     
claim for Taxes or assessments with respect to Taxes. Except as disclosed in    
Schedule 4.10, neither Golden West or any Golden West Subsidiary is a party to  
any Tax allocation or sharing agreement. Golden West and the Golden West        
Subsidiaries have withheld and paid all Taxes required to have been withheld and
paid in connection with amounts paid or owing to any employee, independent      
contractor, creditor or shareholder that required withholding as of the date    
hereof. For purposes of this Agreement, "Tax" means any federal, state, local,  
or foreign income, gross receipts, license, payroll, employment, excise,        
severance, stamp, occupation, premium, windfall profits, environmental          
(including taxes under Section 59A of the Internal Revenue Code of 1986, as     
amended ("Code")), customs duties, capital stock, franchise, profits,           
withholding, social security (or similar), unemployment, disability, real       
property, personal property, sales, use, transfer, registration, value added,   
alternative or add-on minimum, estimated, or other tax of any kind whatsoever,  
including any interest, penalty, or addition thereto, whether disputed or not.  
4.11 EMPLOYEES AND FRINGE BENEFIT PLANS.                                    
    (a) Schedule 4.11(a) sets forth the names and titles of all members of the
Boards of Directors and officers of Golden West and the Golden West Subsidiaries
and all employees of Golden West and the Golden West Subsidiaries whose annual  
rate of compensation exceeds $50,000 per annum, and the annual rate of          
compensation (and bonuses) being paid to each such member of the Boards of      
Directors, officer and employee as of the most recent practicable date.         
   (b) Schedule 4.11(b) lists each employment, bonus, deferred compensation,
pension, stock option, stock appreciation right, profit-sharing or retirement   
plan, arrangement or practice, each medical, vacation, retiree medical,         
severance pay plan, and each other agreement or fringe benefit plan, arrangement
or practice, of Golden West or any Golden West Subsidiary, whether legally      
binding or not, which affects its employees generally or affects one or more    
groups of its employees, including all "employee benefit plans" as defined by   
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended 
("ERISA") (collectively, the "Plans").                                          
     (c) For each Plan which is an "employee benefit plan" under Section 3(3) of
ERISA, Golden West or the Golden West Subsidiary has delivered to Oakwood       
correct and complete copies of the plan documents and summary plan descriptions,
the most recent determination letter received from the Internal Revenue Service,
the most recent Form 5500 Annual Report, the most recent trust statement or     
other document detailing the investments and assets of such Plan, and all       
related trust agreements, insurance contracts and funding agreements that       
implement each such Plan.                                                       
   (d) Neither Golden West or any Golden West Subsidiary has any commitment,
whether formal or informal and whether legally binding or not, (i) to create any
additional Plan; (ii) to modify or change any Plan in any material respect; or  
(iii) to maintain for any period of time any such Plan. Schedule 4.11(d)        
contains an accurate and complete description of the funding policies (and      
commitments, if any) of Golden West or any Golden West Subsidiary with respect  
to each such existing Plan. For any Plan that is an "employee stock ownership   
plan" as defined by Section 4975(e)(7) of the Code or Section 407(d)(6) of ERISA
or is invested in any securities issued by Golden West or any of its affiliates,
Schedule 4.11(d) also contains an accurate and complete description of (x) how  
and when the Plan acquired any such securities and the amount acquired and (y)  
any borrowings or indebtedness incurred by the Plan with respect to any such    
acquisition.                                                                    
  (e) None of Golden West or any Golden West Subsidiary or any Plan or any
trustee, administrator, fiduciary or sponsor of any Plan has engaged in any     
prohibited transaction as defined in Section 406 of ERISA or Section 4975 of the
Code for which there is no statutory exemption in Section 408 of ERISA or       
Section 4975 of the Code; all filings, reports and descriptions as to the Plans 
(including Form 5500 Annual Reports, summary plan descriptions, and summary     
annual reports) required to have been made or distributed to participants, the  
Internal Revenue Service, the United States Department of                       
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Labor and other governmental agencies have been made in a timely manner; there  
is no litigation, disputed claim, governmental proceeding or investigation      
pending or, to the best knowledge of Golden West and each Golden West           
Subsidiary, threatened with respect to any of the Plans, the related trusts or  
other funding media, or any fiduciary, trustee, administrator or sponsor of the 
Plans except (i) as described on Schedule 4.11(e) or (ii) for claims for health 
or medical benefits arising in the normal course of plan administration that    
have not progressed beyond the Plan's internal claims procedures and, if        
granted, will not differ in any material respect from the plan benefits         
historically provided under the Plan; except as described in Schedule 4.11(e),  
such Plans have been established, maintained and administered in all material   
respects in accordance with their governing documents and in compliance in all  
material respects with all applicable provisions of ERISA and the Code; and,    
except as described in Schedule 4.11(e), each Plan which is intended to be a    
qualified plan under Section 401(a) of the Code has received, within the last   
three years, a favorable determination letter from the Internal Revenue Service 
with respect to its qualified plan status and, since the date of each most      
recent determination letter, no event has occurred and no condition or          
circumstance has existed that resulted or is likely to result in the revocation 
of any such determination or that could adversely affect the qualified status of
any such Plan.                                                                  
(f) Golden West and each Golden West Subsidiary have complied in all  
material respects with all applicable federal, state and local laws, rules and  
regulations relating to employees' employment and/or employment relationships,  
including, without limitation, wage and hour related laws, anti-discrimination  
laws, employee safety and workers compensation laws and COBRA (defined herein to
mean the requirements of Code Section 4980B, Proposed Treasury Regulation       
Section 1.162-26 and Part 6 of Subtitle B of Title I of ERISA).                 
(g) Except as described in Schedule 4.11(g), the consummation of the  
transactions contemplated by this Agreement will not (i) result in the payment  
or series of payments by Golden West or any Golden West Subsidiary to any       
employee or other person of an "excess parachute payment" within the meaning of 
Section 280G of the Code, (ii) entitle any employee or former employee of Golden
West or any Golden West Subsidiary to severance pay, unemployment compensation  
or any other payment, or (iii) accelerate the time of payment or vesting of any 
stock option, stock appreciation right, deferred compensation or other employee 
benefits under any Plan (including vacation and sick pay).                      
     (h) None of the Plans which are "welfare benefit plans," within the meaning
of Section 3(1) of ERISA, provide for continuing benefits or coverage after     
termination or retirement from employment, except for COBRA rights under a      
"group health plan" as defined in Code Section 4980B(g) and ERISA Section 607.  
    (i) Neither Golden West nor any "affiliate" of Golden West (defined herein
to mean an entity which is a member of a "controlled group of corporations," or 
under "common control," with Golden West as defined in Code Sections 414(b) or  
(c) or in the regulations promulgated thereunder) has ever participated in,     
contributed to or withdrawn from a multiemployer plan as defined in Section     
4001(a)(3) of ERISA, and neither Golden West nor any Golden West Subsidiary has 
incurred, or owes, any liability as a result of any partial or complete         
withdrawal by any employer from such a multiemployer plan as described under    
Sections 4201,4203 or 4205 of ERISA.                                            
    (j) None of Golden West nor any Golden West Subsidiary nor any "affiliate"
of Golden West (as defined above) has ever sponsored, maintained, participated  
in or contributed to an employee benefit plan or arrangement that is or was     
subject to Title IV of ERISA or any of the minimum funding standards or         
requirements of Section 412 of the Code.                                        
4.12 TITLE TO ASSETS.                                                 
   (a) Real Property and Leasehold Interests. Schedule 4.12(a) describes all
real property and improvements owned by Golden West or any Golden West          
Subsidiary (the "Real Property") and all leases of real property under which    
Golden West or any Golden West Subsidiary is a lessee or sublessee (the         
"Leases"). Golden West or a Golden West Subsidiary, as the case may be, has good
and marketable indefeasible fee simple title to the Real Property free and clear
of all liens, charges, security interests, easements, reservations,             
restrictions, encumbrances and other defects of title (collectively, the        
"Encumbrances"), other than the Encumbrances set forth in Schedule 4.12(a) (the 
"Exceptions"), which Exceptions do not have a material adverse effect on the    
current use or occupancy of the Real Property or the value thereof. Golden West 
has delivered to Oakwood copies of all Leases, including all amendments or      
supplements thereto and all notices from the landlord thereunder or its leasing 
agent with respect thereto, all of which are specifically identified in Schedule
4.12(a). Golden West or the Golden West Subsidiary, as the case may be, has a   
valid and enforceable leasehold interest under all of the Leases, subject only  
to the terms and conditions set forth in the Leases, subject to the effect of   
any applicable bankruptcy, reorganization, insolvency, moratorium or similar    
laws affecting creditors' rights generally and subject to the effect of general 
principles of equity, including without limitation concepts of materiality,     
reasonableness, good faith and the possible unavailability of specific          
performance or injunctive relief, regardless of whether considered in a         
proceeding in equity or at law. Neither                                         
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Golden West or any Golden West Subsidiary is in default under any Lease, and    
there does not exist any event which with notice or the lapse of time or both   
would constitute a default by either Golden West or any Golden West Subsidiary  
thereunder, except for such defaults that in the aggregate would not constitute 
a Golden West Material Adverse Effect. To the best knowledge of Golden West and 
each Golden West Subsidiary, the landlord under each Lease is not in default    
thereunder and there does not exist any event which with notice or the lapse of 
time or both would constitute a default by such landlord thereunder, except for 
such defaults that in the aggregate would not constitute a Golden West Material 
Adverse Effect. To the best knowledge of Golden West and any Golden West        
Subsidiary, each landlord under the Leases has good and marketable fee simple   
title to the premises leased under the Lease, subject to the leasehold interest 
of the lessee under the Lease. As to all such real property owned or leased by  
Golden West or any Subsidiary (the "Property") except as disclosed in Schedule  
4.12(a):                                                                        
         (i) Golden West and all Golden West Subsidiaries have adequate rights
of ingress and egress to all such Property;                           
  (ii) to the best knowledge of Golden West and each Golden West
Subsidiary, there is no interest of any third party which impairs the 
   current use of the Property by Golden West or any Golden West Subsidiary;
      (iii) the Property, as currently used by Golden West or any Golden
   West Subsidiary, is not in violation of any existing applicable, federal,
state or local statute, ordinance, order, requirement, law, rule or   
    regulation (including, without limitation, building or environmental laws)
     affecting the Property which in any material respect would affect the value
   thereof or materially interfere with or materially impair the present and
  continued use thereof in the usual and normal conduct of the business of
Golden West or any Golden West Subsidiary;                            
          (iv) no notice of violation of any applicable, federal, state or local
    statute, law, ordinance, rule, regulation, order or requirement, or of any
 covenant, condition, restriction or easement, affecting the Property or
 with respect to the use or occupancy of the Property, has been given to
   Golden West or any Golden West Subsidiary (or, to their knowledge, any of
 the lessors) by any governmental authority having jurisdiction over the
Property or by any other person entitled to enforce the same;         
 (v) to the best knowledge of Golden West and each Golden West
   Subsidiary, there is no (A) intended public improvement which may involve
    any charge being levied or assessed or which may result in the creation of
 any lien upon the Property, (B) intended or proposed, federal, state or
    local statute ordinance, order, requirement, law or regulation (including,
    but not limited to, zoning changes) which may adversely affect the current
or proposed use of the Property, or (C) suit, action, or legal,       
administrative, arbitration or other proceeding (including, without   
    limitation, any proceeding for condemnation) or governmental investigation
  pending, threatened or contemplated against or affecting the Property or
the use thereof of any part;                                          
         (vi) there are no encroachments onto the Property or any improvements
  on any adjoining property which in any material respect would affect the
value thereof or interfere with or materially impair the present and  
  continued use thereof in the usual and normal conduct of the business of
Golden West or any Golden West Subsidiary, and no improvement on the  
   Property materially encroaches on any adjoining property or any easements
or right-of-ways on, under or over the Property;                      
        (vii) neither Golden West or any Golden West Subsidiary is in breach
  of any, and each of them is currently complying in all material respects
     with all covenants, conditions, restrictions, easements and similar matters
affecting the Property;                                               
          (viii) the buildings and improvements located on the Property, and the
 present use thereof, comply with all city, state and local zoning laws,
ordinances and regulations; and                                       
  (ix) the water supply and sewage and waste disposal facilities
available at each such Property has been adequate for the business of 
    Golden West and the Golden West Subsidiaries as currently conducted and as
proposed to be conducted in the future.                               
     (b) Fixtures and Equipment. Golden West or a Golden West Subsidiary, as the
case may be, has good and marketable fee simple title to all fixtures,          
structures and leasehold improvements on the Property (the "Fixtures") and to   
all machinery and equipment, computers, office supplies, furniture, parts,      
transportation equipment and other tangible personal property (other than       
Inventory (hereinafter defined)) used in the businesses of Golden West and the  
Golden West Subsidiaries (the "Equipment"), free and clear of all Encumbrances  
other than those set forth in Schedule 4.12(b) (the "Permitted Encumbrances").  
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 (c) Inventory. Golden West and each Golden West Subsidiary has good and
marketable fee simple title to all of their inventories of manufactured housing 
units reflected on the balance sheet included in the consolidated financial     
statements for Golden West and the Golden West Subsidiaries for the quarter     
ended June 25, 1994 (the "June 25, 1994 Balance Sheet") and all furniture,      
furnishings, raw materials, appliances, parts, tools and maintenance supplies   
and other personal property related thereto as reflected in the June 25, 1994   
Balance Sheet plus additions made to such inventories and other personal        
property related thereto since June 25, 1994 and less such inventories and other
personal property related thereto disposed of in the ordinary course of business
since June 25, 1994 (the "Inventory"), free and clear of all Encumbrances except
those described in Schedule 4.12(c). Each item of Inventory is in good          
condition, not obsolete or materially defective and useable or saleable in the  
usual and ordinary course of business.                                          
  (d) Receivables. At the Closing, all accounts receivables of Golden West
and any Golden West Subsidiary reflected on the June 25, 1994 Balance Sheet plus
additional accounts receivable of Golden West or any Golden West Subsidiary     
arising after June 25, 1994 and less any accounts receivables collected in full 
after June 25, 1994 (the "Receivables") will constitute valid and enforceable   
claims of Golden West or the Golden West Subsidiary, as the case may be,        
enforceable by it in accordance with the terms of the instruments or documents  
creating them.                                                                  
 (e) Intangible Property. Golden West has the rights to use (i) the name
"Golden West Homes" and the name "Golden Circle Financial Corporation" where now
used and any trademarks or service marks in connection therewith and the        
goodwill of the business in connection therewith (collectively, the "Name") and 
(ii) all other material trade names, trademarks, service marks, copyrights,     
patents, and registrations thereof or applications therefor, and trade secrets, 
secret processes, customer lists, inventions, formulae and other intellectual   
property listed on Schedule 4.12(e) (with the Name, the "Intangible Property"), 
in connection with its business as and where now conducted, and, except as      
disclosed on Schedule 4.12(e), neither Golden West or any Golden West Subsidiary
is a party to any agreement with any other person or entity with respect to the 
use of the Name. Each of Golden West and the Golden West Subsidiaries owns or   
possesses all licenses and permits, and all rights to use all material          
trademarks, trade names, software or copyrights necessary or being used to      
conduct its business as and where now conducted and has not received any notice 
of conflict with the asserted rights of any others. Listed on Schedule 4.12(e)  
is an accurate and complete listing of all such trademarks, trade names,        
software or copyrights owned by, registered, licensed or used by Golden West or 
any Golden West Subsidiary which are material to the business of Golden West and
each Golden West Subsidiary taken as a whole. There are no instances where it   
has been held or claimed, and, to the best knowledge of Golden West and each    
Golden West Subsidiary, there is no basis upon which a valid claim may be made, 
that any of the Intellectual Property or any use of the Intellectual Property by
Golden West or any Golden West Subsidiary infringes upon any rights of any third
party.                                                                          
(f) Contract Rights. Schedule 4.12(f) sets forth all of the existing  
executory material contracts, agreements and commitments of Golden West and each
Golden West Subsidiary of any kind or nature (excluding "Dealer Agreements" as  
hereinafter defined), including without limitation contracts, agreements and    
commitments which require Golden West or any Golden West Subsidiary to make     
payments thereunder during the next 12 months from the date of this Agreement in
excess of $100,000 and including without limitation all joint venture,          
partnership and participation agreements, license agreements, leases, notes or  
other evidences of indebtedness, security agreements, mortgages, noncompetition 
agreements, and powers of attorney, whether written or unwritten, and all       
material supply agreements (collectively, the "Material Contracts"). The rights 
of Golden West or any Golden West Subsidiary, as the case may be, under all     
Material Contracts are valid and enforceable by Golden West or the Golden West  
Subsidiary, as the case may be, in accordance with their respective terms except
as such enforceability may be limited by applicable bankruptcy, insolvency and  
other similar laws affecting creditors' rights generally and by such principles 
of equity as may affect the availability of equitable remedies. Neither Golden  
West or the Golden West Subsidiary, as the case may be, is in default in any    
material respects (nor does any circumstance exist which, with notice or the    
passage of time or both, would result in such a default) under the Material     
Contracts (including without limitation the Leases). To the best knowledge of   
Golden West and each Golden West Subsidiary, the other party to each Material   
Contract is not in default thereunder in any material respect (nor does any     
circumstance exist which, with notice or the passage of time or both, would     
result in such a default). All amendments or supplements to the Material        
Contracts and all notices with respect to such Material Contracts are           
specifically identified in Schedule 4.12(f).                                    
4.13 CONDITION OF TANGIBLE ASSETS.                                    
    (a) Fixtures. The Fixtures are in good condition and repair, ordinary wear
and tear excepted, and all electric, gas, water and sewer utilities serving the 
Property are adequate.                                                          
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(b) Hazardous Substances.                                             
For purposes of this Agreement, the following terms shall have the    
following meanings:                                                             
   "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C.(section mark)(section mark)9601 ET 
SEQ.;                                                                           
"Environmental Claims" means any and all administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens, notices of     
noncompliance or violation, investigations or proceedings relating in any way to
any Environmental Law (for purposes of (i) and (ii) below, "Claims") or to any  
material provision of any permit issued under any such Environmental Law,       
including without limitation:                                                   
        (i) any and all Claims by governmental or regulatory authorities for
     investigation, oversight, enforcement, cleanup, removal, response, remedial
   or other actions or damages pursuant to any applicable Environmental Law;
and                                                                   
        (ii) any and all Claims by any third party seeking damages, response
costs, contribution, indemnification, cost recovery, compensation or  
injunctive relief resulting from Hazardous Materials or arising from  
 alleged injury or threat of injury to health, safety or the environment
arising from Hazardous Materials;                                     
   "Environmental Law" means any federal, state or local statute, law, rule,
regulation, ordinance, code, written policy, or rule of common law now in effect
and as amended, and any judicial or administrative interpretation thereof,      
including any judicial or administrative order, consent, decree or judgment,    
relating to the environment, health or safety, or hazardous, toxic or dangerous 
materials, substances or wastes, including without limitation CERCLA; the Toxic 
Substances Control Act, as amended, 15 U.S.C. (section mark)(section mark) 2601 
ET SEQ.; the Clean Air Act, as amended, 42 U.S.C. (section mark)(section mark)  
7401 ET SEQ.; the Federal Water Pollution Control Act, as amended, 33 U.S.C.    
(section mark)(section mark) 1251 ET SEQ.; the Federal Insecticide, Fungicide,  
and Rodenticide Act, as amended, 7 U.S.C. (section mark)(section mark) 136, ET  
SEQ.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C.         
(section mark)(section mark) 1801 ET SEQ.; the Resource Conservation and        
Recovery Act, as amended, 42 U.S.C. (section mark)(section mark) 6901 ET SEQ.   
("RCRA"); the Safe Drinking Water Act, 42 U.S.C. (section mark)(section mark)   
300f ET SEQ.; and any similar state or local law;                               
"Hazardous Materials" shall mean "hazardous substances" as defined in 
Section 101(14) of CERCLA, "hazardous waste" and "hazardous constituents" as    
defined in RCRA and its implementing regulations, and any other substances      
defined as pollutants, contaminants, toxic, hazardous or harmful or dangerous to
human health or the environment under any federal, state or local law, rules,   
regulation, ordinance, code or written policy, including, but not limited to:   
  (i) any petroleum or petroleum products, chlorinated solvents,
explosives, radioactive materials, asbestos, asbestos products, urea  
    formaldehyde foam insulation, polychlorinated biphenyls (PCB's), including
  transformers or other equipment that contain dielectric fluid containing
detectible levels of polychlorinated biphenyls, and radon gas;        
       (ii) any hazardous, toxic or dangerous waste, substance or material
defined as such, or as harmful or dangerous to human health or the    
environment, in (or for purposes of) any current Environmental Law or 
currently listed as such pursuant to any Environmental Law; and       
          (iii) any other chemical, material or substance, the addition of which
   to the air, earth, surface water or groundwater is prohibited, limited or
regulated by any Environmental Law;                                   
    "Improperly" means done in any manner that poses a threat to human health,
safety or the environment;                                                      
  "Golden West Property" shall mean (i) any real property and improvements
presently owned, leased, used, operated or occupied by Golden West or any Golden
West Subsidiary, and (ii) any other real property and improvements at any       
previous time owned, leased, used, operated or occupied by Golden West or any   
Golden West Subsidiary (the "Former Property"); provided, however, that the     
representations and warranties in this Section 4.13 relating to the condition of
any Former Property during the periods occurring after Golden West's or a Golden
West Subsidiary's ownership, lease, use, operation or occupation thereof shall  
be made on the basis of the best knowledge of Golden West or the Golden West    
Subsidiary;                                                                     
   "Release " means disposing, depositing, discharging, injecting, spilling,
leaking, leaching, dumping, emitting, escaping, emptying, seeping, placing and  
the like, into or upon any land or water (including surface or ground water) or 
air, or otherwise entering into the environment.                                
    Except as set forth on Schedule 4.13, to the best knowledge of Golden West
and each Golden West Subsidiary:                                                
  (a) Hazardous Materials have not at any time been illegally or
Improperly generated, used, treated or stored on, or transported to or
from, any Golden West Property;                                       
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          (b) no asbestos-containing materials or other Hazardous Materials have
 been installed in or affixed to structures on any Golden West Property;
    (c) Hazardous Materials have not at any time been disposed of or
 otherwise Released on any Golden West Property, and Hazardous Materials
    used on or generated at any Golden West Property have not at any time been
illegally or Improperly disposed of on any other property;            
         (d) Golden West and each Golden West Subsidiary is currently, and has
at all times in the past been, in compliance with all applicable      
Environmental Laws and the material requirements of any permits issued
 under such Environmental Laws with respect to any Golden West Property;
      (e) there are no past, pending or, to the knowledge of Golden West
  after reasonable inquiry, threatened Environmental Claims against Golden
West or any Golden West Subsidiary or any Golden West Property;       
         (f) there are no facts or circumstances, conditions or occurrences on
    any Golden West Property or otherwise that could reasonably be anticipated
by Golden West or any Golden West Subsidiary:                         
             (i) to form the basis of an Environmental Claim against Golden West
or any Golden West Property; or                                 
           (ii) to materially interfere with the ownership, occupancy or use
 of such Golden West Property as currently used, or the ability to
transfer such Golden West Property, under any Environmental Law;
(g) there are not now, nor have there been at any time, any 
aboveground or underground storage tanks located on any Golden West   
Property.                                                             
(c) Equipment. All of the Equipment is in good condition and repair,  
ordinary wear and tear excepted.                                                
(d) Inventory. All of the Inventory consists of items of a quality and
quantity usable in the ordinary course of Golden West's and any Golden West     
Subsidiary's business.                                                          
    4.14 LEASES. Except as set forth in Schedule 4.14, none of the Property or
Equipment is leased by Golden West or any Golden West Subsidiary to any other   
party and, except for the premises subject to the Leases, none of the real or   
tangible personal property used in the business of Golden West or any Golden    
West Subsidiary is leased by them from any other party.                         
     4.15 ADEQUACY OF ASSETS. Except as set forth on Schedule 4.15, there are no
capital expenditures, individually in excess of $25,000, which Golden West or   
any Golden West Subsidiary now plans to make.                                   
   4.16 ARMS-LENGTH TRANSACTION. Except as set forth in Schedule 4.16, since
December 31, 1991, all of the material transactions with third persons by Golden
West or a Golden West Subsidiary have been conducted on an arms-length basis.   
Except as set forth on Schedule 4.16, to the best knowledge of Golden West and  
each Golden West Subsidiary, none of the shareholders, officers or directors of 
Golden West or their respective Affiliates or Relatives (as such capitalized    
terms are hereafter defined) has any direct or indirect interest, ownership     
(other than through non-controlling investments in securities of publicly-held  
corporations) or profit participation in businesses which are competitors or    
potential competitors of Golden West or a Golden West Subsidiary. Except as set 
forth in Schedule 4.16, neither Golden West or a Golden West Subsidiary has any 
outstanding loans or other advances to any shareholder, officer, director or    
employee of Golden West or a Golden West Subsidiary or their respective         
Affiliates or Relatives in excess of $2,500. Except as set forth on Schedule    
4.16, to the best knowledge of Golden West and each Golden West Subsidiary, none
of the shareholders, officers or directors of Golden West or any Golden West    
Subsidiary or their respective Affiliates or Relatives is an Affiliate of any   
Dealer (as hereinafter defined) or of any other entity that has a material      
business relationship with Golden West or any Golden West Subsidiary (a         
"Material Business Entity"). "Affiliate" shall mean any person or entity which  
(a) directly or indirectly controls, is controlled by or is under common control
with a specified person or entity, (b) owns or controls 5% or more of the       
outstanding equity interests of a specified entity or (c) is an officer,        
director, general partner, trustee, manager, administrator, representative or   
agent of a specified entity. As used in this definition, the term "control"     
means possession, directly or indirectly (through one or more intermediaries),  
of the power to direct or cause the direction of management and policies of an  
entity through an ownership of voting securities or other ownership interests,  
contract, voting trust or otherwise. "Relative" means any brother or sister     
(whether by whole or half blood or adoption), spouse or lineal ascendant or     
descendant.                                                                     
4.17 LAWFULLY OPERATING. Except as set forth in Schedule 4.17, neither
Golden West or any Golden West Subsidiary is in conflict with, or in default or 
violation of, (a) any law, rule, regulation, order, judgment or decree          
applicable to Golden West or any Golden West Subsidiary or by which any property
or asset of Golden West or any Golden West Subsidiary is bound or               
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affected or (b) the provisions of any note, bond, mortgage, indenture, contract,
agreement, understanding, arrangement, commitment, lease, license, permit,      
franchise or other instrument or obligation to which Golden West or any Golden  
West Subsidiary is a party or by which Golden West or any Golden West Subsidiary
or any property or asset of Golden West or any Golden West Subsidiary is bound  
or affected, nor does any circumstance exist which with notice or the passage of
time or both would result in such a conflict, default, or violation, except     
where such conflict, violation or default would not prevent or delay            
consummation of the Merger in any material respect, or otherwise prevent Golden 
West or any Shareholder from performing its or his obligations under this       
Agreement in any material respect, and would not, individually or in the        
aggregate, have a Golden West Material Adverse Effect. Except as set forth in   
Schedule 4.17, Golden West and each Golden West Subsidiary have been and        
currently are conducting their business, and the Property has been and now is   
being used and operated, in compliance with all statutes, regulations, bylaws,  
orders, covenants, restrictions or plans of federal, state, regional, county or 
municipal authorities, agencies or board applicable to the same. Golden West and
each Golden West Subsidiary hold all of the licenses, permits and other         
governmental franchises required for the conduct of their respective businesses 
as now conducted, except for such licenses, permits and franchises the lack of  
which would not, either individually or in the aggregate, have a Golden West    
Material Adverse Effect.                                                        
   4.18 NO LITIGATION. Schedule 4.18 sets forth all pending and, to the best
knowledge of Golden West and each Golden West Subsidiary, threatened lawsuits or
administrative proceedings or investigations against Golden West and any Golden 
West Subsidiary. There are currently no pending, or, to the best knowledge of   
Golden West and each Golden West Subsidiary, threatened, lawsuits or            
administrative proceedings or investigations against Golden West or any Golden  
West Subsidiary or to which any of their assets are subject, which, if adversely
determined, could have a material adverse effect on the financial condition,    
results of operations, business, prospects, assets, or liabilities of Golden    
West or any Golden West Subsidiary. Neither Golden West or any Golden West      
Subsidiary is subject to any currently existing order, writ, injunction, or     
decree relating to its operations. Except as described in Schedule 4.18 there   
are no material "loss contingencies" (as defined in Statement of Financial      
Accounting Standards No. 5 issued by the Financial Accounting Standards Board in
March 1975 ("FAS 5")), which would be required by FAS 5 to be disclosed or      
accrued in consolidated financial statements of Golden West and the Golden West 
Subsidiaries were such statements prepared at the time this warranty is made or 
deemed made.                                                                    
4.19 [INTENTIONALLY OMITTED].                                         
 4.20 LABOR MATTERS. Since December 31, 1989, neither Golden West or any
Golden West Subsidiary has been a party to any collective bargaining agreement  
and neither has been the subject of any union activity or labor dispute, and    
there has not been any strike of any kind called or, to the best knowledge of   
Golden West and each Golden West Subsidiary, threatened to be called against    
Golden West or any Golden West Subsidiary. To the best knowledge of Golden West 
and each Golden West Subsidiary, neither Golden West or any Golden West         
Subsidiary has violated any applicable federal or state law or regulation       
relating to labor or labor practices or has any liability to any of its         
employees, agents, or consultants in connection with grievances by, or the      
termination of, such employees, agents or consultants.                          
  4.21 POOLING OF INTERESTS. To the best knowledge of Golden West and each
Golden West Subsidiary, Golden West has not taken or failed to take any action  
which would prevent the accounting for the Merger as a pooling of interests in  
accordance with Accounting Principles Board Opinion No. 16, the interpretative  
releases issued pursuant thereto, and the pronouncements of the Securities and  
Exchange Commission ("SEC").                                                    
    4.22 NO BROKERS. Except as set forth on Schedule 4.22, neither Golden West
nor any Golden West Subsidiary has entered into any contract, arrangement or    
understanding with any person or firm which may result in the obligation of     
Golden West or a Golden West Subsidiary or Oakwood or Merger Sub to pay any     
finder's fees, brokerage or agent's commissions or other like payments in       
connection with the negotiations leading to this Agreement or the consummation  
of the transactions contemplated hereby. Neither Golden West or any Golden West 
Subsidiary is aware of any claim for payment of any finder's fees, brokerage or 
agent's commissions or other like payments in connection with the negotiations  
leading to this Agreement or the consummation of the transactions contemplated  
hereby.                                                                         
  4.23 OAKWOOD STOCK OWNERSHIP. As of the date hereof, Golden West owns 79
shares of Oakwood Common Stock. Golden West does not own any other securities   
convertible into Oakwood Common Stock. No Golden West Subsidiary owns any shares
of Oakwood Common Stock or other securities convertible into Oakwood Common     
Stock.                                                                          
   4.24 BANK ACCOUNTS. Schedule 4.24 describes all bank accounts, vaults and
safe deposit boxes used by, or in the name of, Golden West or any Golden West   
Subsidiary, including the account, vault or box number, the institution at which
the account, vault or box is maintained, and the signatories authorized for the 
account or persons authorized to have access to the vault or box.               
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    4.25 INSURANCE. Golden West and the Golden West Subsidiaries have fire and
casualty insurance policies with extended coverage (subject to certain          
deductibles) sufficient to allow them to replace any of their properties or     
assets that might be damaged or destroyed. Golden West and the Golden West      
Subsidiaries have business interruption insurance policies with coverage        
sufficient to allow them to recover the full amount of any losses occasioned by 
any business interruption. Schedule 4.25 identifies all policies of insurance   
now in effect covering the assets, properties and business of Golden West and   
the Golden West Subsidiaries and all life insurance policies maintained by them.
Golden West has delivered an accurate and complete copy of each of the policies 
listed on Schedule 4.25 to Oakwood. Neither Golden West or any Golden West      
Subsidiary has done anything by way of action or inaction that invalidates any  
of such policies in whole or in part where such invalidation would have,        
individually or in the aggregate, a Golden West Material Adverse Effect.        

4.26 WARRANTY AND PRODUCT LIABILITY MATTERS. Except as set forth in   
Schedule 4.26, the products and services provided by Golden West and the Golden 
West Subsidiaries are in compliance with and meet all express and implied       
warranties and the requirements and standards of all federal and state laws and 
regulations applicable to the sale or provision of such products and services   
(including financial services), including without limitation the National Mobile
Home Construction and Safety Standards Act of 1974, the Federal Consumer Credit 
Protection Act (Truth-in-Lending) and Regulation Z promulgated thereunder, all  
applicable state consumer credit protection laws and similar laws, and the      
Federal Credit Opportunity Act and Regulation B promulgated thereunder. Except  
as set forth in Schedule 4.26, no product or service warranty or liability      
claims are pending or, to the best knowledge of Golden West and each Golden West
Subsidiary, threatened against Golden West or any Golden West Subsidiary or in  
respect of products of services sold or provided by it, except such claims that 
in the aggregate would not have a Golden West Material Adverse Effect.          

4.27 WARRANTY, REPURCHASE AND OTHER SERVICE OBLIGATIONS. To the best  
knowledge of Golden West and each Golden West Subsidiary, Schedule 4.27         
describes (a) all material warranty obligations of Golden West or any Golden    
West Subsidiary and all material warranty contracts, agreements, understandings 
or arrangements to which Golden West or any Golden West Subsidiary is a party or
by which any of its or their property or assets is bound, including without     
limitation express warranties, implied warranties and warranties established by 
a course of dealing and (b) all material service and repurchase contracts,      
agreements, understandings or arrangements to which Golden West or any Golden   
West Subsidiary is a party to or by which any of its or their property or assets
is bound. True and complete copies of such repurchase agreements have heretofore
been delivered to Oakwood.                                                      
 4.28 DEALER ARRANGEMENTS. Schedule 4.28 describes, with respect to each
dealer to whom Golden West or a Golden West Subsidiary currently sells          
manufactured homes (a "Dealer"), the terms of any loans to any Dealer. Any      
agreement, understanding or arrangement between Golden West and/or any Golden   
West Subsidiary, on the one hand, and a Dealer, on the other hand, is referred  
to herein as a Dealer Agreement. True and complete copies of all written Dealer 
Agreements have heretofore been delivered to Oakwood. Schedule 4.28 also sets   
forth (a) a general description of the arrangements generally applicable to the 
Dealers, including arrangements providing for rebates, discounts or other       
payments or concessions to the Dealers and (b) a list of the 25 Dealers who     
purchased the greatest number of manufactured homes from Golden West during the 
previous 6 month period ended June 25, 1994 (based on the dollar amount of such 
purchases and ranked in descending order) and a description of the specific     
arrangements to provide any rebates, discounts or other payments or concessions 
to each such Dealer. The rights of Golden West or any Golden West Subsidiary    
under each Dealer Agreement are valid and enforceable by Golden West or the     
Golden West Subsidiary, as the case may be, in accordance with their respective 
terms except as such enforceability may be limited by applicable bankruptcy,    
insolvency and other similar laws affecting creditors' rights generally and by  
such principles of equity as may affect the availability of equitable remedies. 
Neither Golden West or any Golden West Subsidiary, as the case may be, is in    
default in any material respect (nor does any circumstance exist which, with    
notice or the passage of time or both, would result in such a default) under the
Dealer Agreements. To the best knowledge of Golden West and each Golden West    
Subsidiary, the other party to each Dealer Agreement is not in default          
thereunder in any material respect (nor does any circumstance exist which, with 
notice or the passage of time or both, would result in such a default). All     
amendments or supplements to the Dealer Agreements and all notices with respect 
to such Dealer Agreements are specifically identified in Schedule 4.28. Except  
as disclosed on Schedule 4.28, no Dealer has indicated in any written or oral   
communication to Golden West or a Golden West Subsidiary that such Dealer has   
ceased to sell or otherwise deal in manufactured housing of Golden West, is     
experiencing financial difficulties, or is considering the cessation of business
(or the material reduction in its level of business) with Golden West or Oakwood
following the Closing Date, or that Golden West's relationship with such Dealer 
will be adversely affected by the transactions contemplated by the Merger.      
    4.29 GUARANTEES. Except as set forth on Schedule 4.29, neither Golden West
or any Golden West Subsidiary is a guarantor or otherwise liable for any        
liability or obligation (including indebtedness) of any other person.           
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     4.30 PROSPECTIVE CHANGES. Except as set forth on Schedule 4.30, Golden West
knows of no impending changes in Golden West's and Golden West Subsidiaries'    
business, assets, liabilities, relations with employees, competitive situation  
or relations with suppliers or customers, or in any governmental actions or     
regulations affecting Golden West's and Golden West Subsidiaries' business,     
which, if they occur, could have a Golden West Material Adverse Effect, except  
for (a) general economic conditions, (b) matters having a similar effect on     
Oakwood and Golden West, (c) matters of general knowledge in the industry of    
which Oakwood should be aware due to the nature of its business or (d) pending  
or adopted federal statutes, laws and regulations with general applicability in 
the states where Oakwood currently does business.                               
    4.31 FULL DISCLOSURE. To the best knowledge of Golden West and each Golden
West Subsidiary, all of the written information provided by Golden West, each   
Golden West Subsidiary and each Shareholder and their representations herein or 
in the Schedules and Exhibits hereto are true, correct, and complete in all     
material respects and no written representation, warranty, or statement made by 
Golden West, any Golden West Subsidiary or any Shareholder in or pursuant to    
this Agreement contains or will contain any untrue statement of a material fact 
or omits or will omit to state any material fact necessary to make such         
representation, warranty, or statement, in light of the circumstances under     
which it was made, not misleading to Oakwood.                                   
ARTICLE 5 
REPRESENTATIONS AND WARRANTIES OF OAKWOOD AND MERGER SUB
   Oakwood and Merger Sub hereby jointly and severally represent and warrant
to Golden West and the Shareholders that:                                       
5.1 ORGANIZATION AND QUALIFICATION.                                   

     (a) Each of Oakwood and Merger Sub is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its         
incorporation and has the requisite power and authority and all necessary       
governmental approvals to own, lease and operate its properties and to carry on 
its business as it is now being conducted, except where the failure to be so    
organized, existing or in good standing or to have such power, authority and    
governmental approvals would not, individually or in the aggregate, have an     
Oakwood Material Adverse Effect (as defined below). Merger Sub has not engaged  
in any activities other than in connection with the transactions contemplated by
this Agreement. Oakwood and Merger Sub are each duly qualified or licensed as a 
foreign corporation to do business, and each is in good standing, in each       
jurisdiction where the character of the properties, owned, leased, or operated  
by such entity or the nature of its business makes such qualification or        
licensing necessary, except for such failures to be so qualified or licensed and
in good standing that would not, individually or in the aggregate, have an      
Oakwood Material Adverse Effect. The term "Oakwood Material Adverse Effect"     
means any change or effect that is or would be materially adverse to the        
business, results of operations or financial condition of Oakwood and its       
subsidiaries, taken as a whole, excluding any changes or effects caused by      
changes in general economic conditions or changes generally affecting Oakwood's 
industry.                                                                       

5.2 ARTICLES OF INCORPORATION AND BYLAWS. Oakwood has heretofore made 
available to Golden West a complete and correct copy of the Articles of         
Incorporation and the Bylaws, each as amended to date, of Oakwood and Merger    
Sub. Such Articles of Incorporation and Bylaws are in full force and effect.    
Neither Oakwood or Merger Sub is in violation of any provision of its Articles  
of Incorporation or Bylaws, except for such violations that would not,          
individually or in the aggregate, have an Oakwood Material Adverse Effect.      
 5.3 CAPITALIZATION. The authorized capital stock of Oakwood consists of
100,000,000 shares of Oakwood Common Stock, and 500,000 shares of Preferred     
Stock, par value $.50 per share ("Oakwood Preferred Stock"). As of July 31,     
1994, 20,467,847 shares of Oakwood Common Stock were issued and outstanding, all
of which shares were validly issued, fully paid and nonassessable. As of the    
date hereof, no shares of Oakwood Preferred Stock are issued and outstanding.   
The authorized capital stock of Merger Sub consists of 1,000 shares of common   
stock, of which, as of the date hereof, 1,000 shares are issued and outstanding 
and held of record by Oakwood free and clear of all liens, pledges, security    
interests, claims or other encumbrances. These shares were validly issued, fully
paid and nonassessable. The shares of Oakwood Common Stock to be issued pursuant
to the Merger will, when issued, (a) be duly authorized, validly issued, fully  
paid and nonassessable, (b) be free and clear of any liens and encumbrances     
except for applicable resale restrictions under Rule 145 (as hereinafter        
defined) and under any Affiliate Letter (as hereinafter defined), (c) not be    
subject to any preemptive rights created by statute, Oakwood's Articles of      
Incorporation or Bylaws or any agreement to which Oakwood is a party or by which
Oakwood is bound and (d) be registered under the Securities Act and the Exchange
Act and registered or exempt from registration under applicable Blue Sky Laws.  
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  5.4 AUTHORITY RELATIVE TO THIS AGREEMENT. Each of Oakwood and Merger Sub
has all necessary power and authority to execute and deliver this Agreement, to 
perform its obligations hereunder and to consummate the transactions            
contemplated herein. The execution and delivery of this Agreement by Oakwood and
Merger Sub and the consummation by Oakwood and Merger Sub of the transactions   
contemplated herein have been duly and validly authorized by all necessary      
corporate action and no other corporate proceedings on the part of Oakwood or   
Merger Sub are necessary to authorize this Agreement or to consummate the       
transactions contemplated herein (other than the filing and recordation of the  
appropriate merger documents as required by California law). This Agreement has 
been duly and validly executed and delivered by Oakwood and Merger Sub and,     
assuming the due authorization, execution and delivery by Golden West,          
constitutes a legal, valid and binding obligation of each of Oakwood and Merger 
Sub, enforceable against them in accordance with its terms, subject to the      
effect of any applicable bankruptcy, reorganization, insolvency, moratorium or  
similar laws affecting creditors' rights generally and subject, as to           
enforceability, to the effect of general principles of equity (regardless of    
whether such enforceability is considered in a proceeding in equity or at law). 
5.5 NO CONFLICT; REQUIRED FILINGS AND CONSENTS.                       
     (a) Except as set forth in Schedule 5.5, the execution and delivery of this
Agreement by Oakwood and Merger Sub do not, and the performance of the          
transactions contemplated herein by Oakwood and Merger Sub will not, (i)        
conflict with or violate the Articles of Incorporation or Bylaws of Oakwood or  
Merger Sub, (ii) conflict with or violate any law, rule, regulation, order,     
judgment or decree applicable to Oakwood or Merger Sub or by which any property 
or asset of Oakwood or Merger Sub is bound or affected, or (iii) result in any  
breach of or constitute a default (or any event which with notice or the passage
of time or both would result in a default) under, result in the loss of a       
material benefit under or give to others any right of termination, amendment,   
acceleration or cancellation of, or result in the creation of a lien or other   
encumbrance on any property or asset of Oakwood or Merger Sub pursuant to, any  
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,   
franchise or other instrument or obligation to which Oakwood or Merger Sub is a 
party or by which Oakwood or Merger Sub or any property or asset of Oakwood or  
Merger Sub is bound or affected.                                                
    (b) The execution and delivery of this Agreement by Oakwood and Merger Sub
do not, and the performance of this Agreement by Oakwood and Merger Sub will    
not, require any consent, approval, authorization or permit of, or filing with  
or notification to, any Governmental Entity, except (i) for (A) applicable      
requirements, if any, of the Exchange Act, Securities Act, New York Stock       
Exchange, Blue Sky Laws and state takeover laws, (B) the pre-merger notification
requirements of the HSR Act and (C) filing and recordation of appropriate merger
documents as required by California law, and (ii) where failure to obtain such  
consents, approvals, authorizations or permits, or to make such filings or      
notifications, would not prevent or delay consummation of the Merger in any     
material respect, or otherwise prevent Oakwood or Merger Sub from performing its
obligations under this Agreement in any material respect, and would not,        
individually or in the aggregate, have an Oakwood Material Adverse Effect.      
5.6 SEC FILINGS; FINANCIAL STATEMENTS.                                
     (a) Oakwood has filed all forms, reports and documents required to be filed
by it with the SEC since September 30, 1993, and has heretofore delivered to    
Golden West, in the form filed with the SEC, (i) its Annual Report on Form 10-K 
for the fiscal year ended September 30, 1993, (ii) its Quarterly Reports on Form
10-Q for the periods ended December 31, 1993 and March 31, 1994, (iii) all proxy
statements relating to Oakwood's meetings of shareholders (whether annual or    
special) held since January 1, 1994 and (iv) all other forms, reports and other 
registration statements filed by Oakwood with the SEC since September 30, 1993  
(the forms, reports and other documents referred to in clauses (i), (ii), (iii),
and (iv) above being referred to herein, collectively, as the "Oakwood SEC      
Reports"). The Oakwood SEC Reports and any other forms, reports and other       
documents filed by Oakwood with the SEC after the date of this Agreement (x)    
were or will be prepared in accordance with the material requirements of the    
Securities Act and the Exchange Act, as the case may be, and the rules and      
regulations thereunder and (y) did not at the time they were filed, or will not 
at the time they are filed, contain any untrue statement of a material fact or  
omit to state a material fact required to be stated therein or necessary in     
order to make the statements made therein, in the light of the circumstances    
under which they were made, not misleading.                                     
     (b) Each of the consolidated financial statements (including, in each case,
any notes thereto) contained in the Oakwood SEC Reports was prepared in         
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods indicated (except as may be indicated in the notes 
thereto) and each fairly presented the consolidated financial position, results 
of operations and cash flows of Oakwood, as at the respective dates thereof and 
for the respective periods indicated therein (subject, in the case of unaudited 
statements, to normal and recurring year-end adjustments which were not and are 
not expected, individually or in the aggregate, to be material in amount).      
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  (c) As of September 30, 1993, or any subsequent date for which a balance
sheet is provided, Oakwood had no known material liabilities, contingent or     
otherwise, whether due or to become due, other than as indicated on the balance 
sheet, or in the notes thereto, as of such date, and Oakwood's reserves for     
uncollectible receivables and contingent liabilities were adequate.             
 5.7 ABSENCE OF CHANGES. Except as disclosed herein, in the Form S-4 (as
hereinafter defined), in any document incorporated by reference in the Form S-4 
or in the Oakwood SEC Reports, (i) since September 30, 1993 there has not been  
any material adverse change in the business, assets, liabilities, consolidated  
earnings or financial condition of Oakwood nor are there any known circumstances
which may reasonably be anticipated to give rise hereafter to any such material 
adverse change and (ii) as of the date of this Agreement, neither Oakwood nor   
any of its subsidiaries has become a party to any agreement or amendment to an  
existing agreement which would be required to be filed as an exhibit to or      
described in Oakwood's next Annual Report on Form 10-K.                         
   5.8 ABSENCE OF LITIGATION. Except as disclosed in the Oakwood SEC Reports
filed with the SEC prior to the date of this Agreement, there is no claim,      
action, proceeding or investigation pending or, to the best knowledge of        
Oakwood, threatened against Oakwood or any property or asset of Oakwood, before 
any court, arbitrator or administrative, governmental or regulatory authority or
body, domestic or foreign, which, individually or in the aggregate, would have  
an Oakwood Material Adverse Effect. Except as disclosed in the Oakwood SEC      
Reports filed with the SEC prior to the date of this Agreement, neither Oakwood 
or any property or asset of Oakwood is subject to any order, writ, judgment,    
injunction, decree, determination or award which would have, individually or in 
the aggregate, an Oakwood Material Adverse Effect.                              
5.9 BROKERS. No broker, finder or investment banker is entitled to any
brokerage, finder's or other fee or commission in connection with the           
transactions contemplated herein based upon arrangements made by or on behalf of
Oakwood.                                                                        
  5.10 COMPLIANCE. Except as set forth in Schedule 5.10, Oakwood is not in
conflict with, or in default or violation of, (a) any law, rule, regulation,    
order, judgment or decree applicable to Oakwood or by which any property or     
asset of Oakwood is bound or affected, or (b) the provisions of any note, bond, 
mortgage, indenture, contract, agreement, lease, license, permit, franchise or  
other instrument or obligation to which Oakwood is a party or by which Oakwood  
or any property or asset of Oakwood is bound or affected; except where such     
conflict, violation or default would not prevent or delay consummation of the   
Merger in any material respect, or otherwise prevent Oakwood from performing its
obligations under this Agreement in any material respect, and would not,        
individually or in the aggregate, have an Oakwood Material Adverse Effect.      
    5.11 FULL DISCLOSURE. To the best knowledge of Oakwood, all of the written
information provided by it and its representations herein or in the Schedules   
and Exhibits hereto are true, correct, and complete in all material respects and
no written representation, warranty, or statement made by Oakwood in or pursuant
to this Agreement contains or will contain any untrue statement of a material   
fact or omits or will omit to state any material fact necessary to make such    
representation, warranty, or statement, in light of the circumstances under     
which it was made, not misleading to Golden West.                               
ARTICLE 6 
COVENANTS 
   6.1 COVENANTS OF OAKWOOD AND GOLDEN WEST. During the period from the date
hereof and continuing until the Effective Time (except as expressly contemplated
or permitted hereby, or to the extent Golden West consents in writing in the    
case of Oakwood's obligations and to the extent Oakwood consents in writing in  
the case of Golden West's obligations) each of Oakwood and Golden West covenants
with the other that, insofar as the obligations relate to it:                   
  (a) Oakwood and Golden West and their respective subsidiaries shall each
carry on and conduct their respective businesses only in the usual, regular and 
ordinary course in substantially the same manner as heretofore conducted and    
shall use all reasonable efforts to preserve intact their present business      
organizations, maintain their rights and franchises and preserve their          
relationships with customers, suppliers and others having business dealings with
them to the end that their goodwill and ongoing businesses shall not be impaired
in any material respect at the Effective Time.                                  
 (b) From the date hereof to the Effective Time, each of Golden West and
Oakwood and their respective subsidiaries shall allow all designated officers,  
attorneys, accountants and other representatives of the other access at all     
reasonable times during regular business hours to the records and files,        
correspondence, audits and properties, as well as to all information relating to
commitments, contracts, titles and financial position, or otherwise pertaining  
to the business and affairs, of Golden West and Oakwood and their respective    
subsidiaries.                                                                   
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(c) Oakwood and Golden West and their respective subsidiaries shall   
cooperate and promptly prepare and Oakwood shall file with the SEC as soon as   
practicable a Registration Statement on Form S-4 (the "Form S-4") under the     
Securities Act, with respect to the Oakwood Common Stock issuable in the Merger,
a portion of which Registration Statement shall also serve as the proxy         
statement with respect to the meeting (or consent in lieu of a meeting) of the  
shareholders of Golden West in connection with the Merger (the "Proxy           
Statement/Prospectus"). The respective parties will cause the Proxy             
Statement/Prospectus and the Form S-4 to comply as to form in all material      
respects with the applicable provisions of the Securities Act, the Exchange Act 
and the rules and regulations thereunder. Oakwood shall use all reasonable      
efforts, and Golden West will cooperate with Oakwood, to have the Form S-4      
declared effective by the SEC as promptly as practicable. Oakwood shall use its 
best efforts to obtain, prior to the effective date of the Form S-4, all        
necessary state securities law permits or approvals required to carry out the   
transactions contemplated by this Agreement. Each of Oakwood and Golden West    
shall furnish all information concerning it and the holders of its capital stock
as the other may reasonably request in connection with such actions. As promptly
as practicable after the Form S-4 shall have become effective, Golden West shall
mail the Proxy Statement/Prospectus to its shareholders. Oakwood agrees that the
Proxy Statement/Prospectus and each amendment or supplement thereto at the time 
of mailing thereof and at the time of the meeting of the shareholders of Golden 
West, will not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements 
therein, in light of circumstances under which they were made, not misleading;  
provided, however, that the foregoing shall not apply to the extent that any    
such untrue statement of a material fact or omission to state a material fact   
relates to Golden West or any Golden West Subsidiary. Golden West and the Golden
West Subsidiaries agree that the information relating to them in the Proxy      
Statement/Prospectus and each amendment or supplement thereto, at the time of   
mailing thereof and at the time of the meeting of the shareholders of Golden    
West (or during the period that consents are solicited or received), will not   
include an untrue statement of a material fact or omit to state a material fact 
required to be stated therein or necessary to make the statements therein, in   
light of the circumstances under which they were made, not misleading. No       
amendment or supplement to the Proxy Statement/Prospectus will be made by       
Oakwood or Golden West without the approval of the other party. Oakwood will    
advise Golden West, promptly after it receives notice thereof, of the time when 
the Form S-4 has become effective or any supplement or amendment has been filed,
the issuance of any stop order, the suspension of the qualification of the      
Oakwood Common Stock issuable in connection with the Merger for offering or sale
in any jurisdiction, or any request by the SEC for amendment of the Proxy       
Statement/Prospectus or the Form S-4 or comments thereon and responses thereto  
or requests by the SEC for additional information. Oakwood and Golden West each 
hereby (i) consents to the use of its name, and on behalf of its subsidiaries   
and affiliates, the names of such subsidiaries and affiliates and to the        
inclusion of financial statements and business information relating to such     
party and its subsidiaries and affiliates (in each case, to the extent required 
by applicable securities laws) in the Form S-4 or Proxy Statement/Prospectus and
(ii) agrees to use its reasonable best efforts to obtain the written consent of 
any person or entity retained by it which may be required to be named (as an    
expert or otherwise) in such Form S-4 or Proxy Statement/Prospectus. The form of
Proxy (or consent) accompanying the Proxy Statement/Prospectus will state that a
vote by a Golden West shareholder in favor of the Merger shall also constitute a
consent by such shareholder to be bound by the terms of this Agreement,         
including without limitation the escrow and indemnification provisions contained
herein, and shall be in a form reasonably satisfactory to Oakwood.              
  (d) Except as and to the extent required by law, Oakwood and Golden West
and their respective subsidiaries hereby agree not to disclose or use, and each 
shall cause its representatives not to disclose or use, any confidential        
information with respect to the other party(ies) hereto furnished, or to be     
furnished, by such other party(ies) or their representatives in connection      
herewith at any time or in any manner other than in connection with its         
evaluation of the Merger. Except as required by law, and as set forth in this   
subsection (d), neither Golden West or its representatives shall make any public
statements regarding the Merger or this Agreement without the prior approval of 
Oakwood.                                                                        
   (e) Golden West and Oakwood shall each use its best efforts to obtain and
furnish to the other party prior to the Effective Time the written consents set 
forth on Schedules 4.5 and 5.5.                                                 
(f) Oakwood, Merger Sub and Golden West shall cooperate and use their 
respective best efforts to file a Notification and Report Form for Certain      
Mergers and Acquisitions under the HSR Act with the Department of Justice and   
the Federal Trade Commission.                                                   
(g) Oakwood, Merger Sub and Golden West shall cooperate and use their 
respective best efforts (i) to prepare all documentation, to effect all filings 
and to obtain all permits, consents, approvals and authorizations of all third  
parties and other governmental authorities necessary to consummate the          
transactions contemplated by this Agreement and (ii) to cause the transactions  
contemplated by this Agreement to be consummated as expeditiously as is         
reasonably practicable.                                                         
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(h) Set forth on Schedule 6.1(h) is a list of all letters of credit   
(collectively, the "LOCs") of Golden West or any Golden West Subsidiary.        
Oakwood, with the assistance of Golden West, shall cause replacement letters of 
credit to be issued for any LOC to be canceled at the Effective Time.           
    (i) Promptly after the execution of this Agreement, each officer, director
and Significant Shareholder (hereinafter defined) of Golden West, Merger Sub and
Oakwood shall execute agreements substantially in the form attached hereto as   
Exhibit B (the "Standstill Letters"), wherein they agree, from August 15, 1994  
until the Publication Release Date (as hereinafter defined), not to sell any    
Golden West Common Stock or Oakwood Common Stock or the equivalent of either,   
including without limitation any Oakwood Common Stock received in the Merger.   
"Publication Release Date" means the date on which Oakwood has published its    
financial results (consisting of, at a minimum, sales and net income) covering a
period of at least thirty days subsequent to the Closing Date. "Significant     
Shareholder" means a shareholder owning 10% or more of the outstanding common   
stock of Golden West or Oakwood. Publication of financial results may take the  
form of a post-effective amendment to a registration statement, a Form 10-Q or  
8-K filing, the issuance of a quarterly earnings report or any other public     
issuance of such financial results.                                             
     6.2 COVENANTS OF GOLDEN WEST. Golden West covenants and agrees that between
the date hereof and continuing until the Effective Time (except as expressly    
contemplated or permitted hereby, or to the extent that Oakwood shall otherwise 
consent in writing):                                                            
(a) Until September 30, 1994 (or earlier if this Agreement has been   
terminated pursuant to Article 9 hereof), Golden West agrees (i) that it shall  
not, and shall direct and use its best efforts to cause Golden West's directors,
officers, employees, shareholders, advisors, accountants and attorneys (the     
"Representatives"), including such Representatives of any of Golden West's      
affiliated entities or persons, not to initiate, solicit or encourage, directly 
or indirectly, any inquiries or the making or implementation of any proposal or 
offer (including, without limitation, any proposal or offer to its shareholders)
with respect to a merger, acquisition, consolidation or similar transaction     
involving, or any purchase of all or any significant portion of the assets or   
any equity securities of Golden West or any Golden West Subsidiary (any such    
proposal or offer being hereinafter referred to as an "Acquisition Proposal") or
engage in any negotiations concerning, or provide any confidential information  
or data to, or have any discussions with, any person relating to an Acquisition 
Proposal, or otherwise facilitate any effort or attempt to make or implement an 
Acquisition Proposal; (ii) that it will immediately cease and cause to be       
terminated any existing activities, discussions or negotiations with any parties
conducted heretofore with respect to any of the foregoing and will take the     
necessary steps to inform the individuals or entities referred to above of the  
obligations undertaken in this Section 6.2(a); and (iii) that it will notify    
Oakwood immediately if any such inquiries or proposals are received by, any such
information is requested from, or any such negotiations or discussions are      
sought to be initiated or continued with, it; provided, however, that nothing   
contained in this Section 6.2(a) shall prohibit the Board of Directors of Golden
West from furnishing information to, or entering into discussions or            
negotiations with, any person or entity that after the date hereof makes an     
unsolicited written, bona fide proposal (an "Unsolicited Proposal") to acquire  
Golden West or its assets pursuant to a merger, consolidation, share exchange,  
sale of stock or sale of assets or other similar transaction, if, and only to   
the extent that (A) the Board of Directors of Golden West, after consultation   
with and based upon the advice of counsel, determines in good faith that such   
action is necessary for the Board of Directors of Golden West to comply with its
fiduciary duties to shareholders under applicable law and (B) prior to          
furnishing such information to, or entering into discussions or negotiations    
with, such person or entity, Golden West provides reasonable notice to Oakwood  
to the effect that it is furnishing information to, or entering into discussions
or negotiations with, such person or entity.                                    
  (b) Golden West shall promptly after the date of this Agreement take all
action necessary in accordance with California law and its Articles of          
Incorporation and Bylaws to convene a special meeting of Golden West's          
shareholders (or seek consent in lieu of a meeting) for the purpose of          
considering and approving the Merger and Golden West shall consult with Oakwood 
in connection therewith. Golden West shall use its reasonable best efforts to   
solicit from its shareholders proxies in favor of the Merger (and consenting to 
be bound by the terms of this Agreement) and shall take all other actions       
necessary or advisable to secure the vote or consent of shareholders required by
California law to approve the Merger, unless otherwise required by the          
applicable fiduciary duties of directors of Golden West, as reasonably          
determined by such directors in good faith after consultation with and based    
upon the advice of independent legal counsel.                                   
   (c) Golden West and the Golden West Subsidiaries will make all normal and
customary repairs, replacements, and improvements to their facilities, will not 
dispose of any assets other than at fair market value and with the prior written
consent of Oakwood, and without limiting the generality of the foregoing or the 
covenants set forth in Section 6.1(a), neither Golden West or any Golden West   
Subsidiary will, without the prior written consent of Oakwood:                  
        (i) change any provision of its Articles of Incorporation or Bylaws;
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 (ii) change the number of shares of the authorized, issued or
 outstanding capital stock of Golden West or any Golden West Subsidiary,
including any issuance, purchase, redemption, split, combination or   
reclassification thereof, or issue or grant any option, warrant, call,
  commitment, subscription, right or agreement to purchase relating to the
authorized or issued capital stock of Golden West or any Golden West  
     Subsidiary, or declare, set aside or pay any dividend or other distribution
    in cash or in kind with respect to the outstanding capital stock of Golden
West or any Golden West Subsidiary;                                   
   (iii) incur any liabilities or obligations, whether directly or
indirectly, or by way of guaranty, and whether or not evidenced by any
     note, bond, debenture, or similar instrument, except in the ordinary course
of business consistent with past practices and prior periods;         
     (iv) except as set forth in Schedule 6.2(c)(iv), make any capital
expenditures individually in excess of $25,000 or in the aggregate in 
excess of $100,000, other than reasonable expenditures necessary to   
    maintain existing assets in good working order and repair, reasonable wear
and tear excepted;                                                    
      (v) pay any bonuses to any executive officer of Golden West or any
 Golden West Subsidiary except as set forth on Schedule 6.2(c)(v); enter
     into any new or amend in any respect any existing employment agreement with
     any person; adopt any new or amend in any respect any existing Plan, except
    as may be otherwise required by law; grant any increase in compensation or
benefits of any kind to its employees, officers or directors, except  
  regularly scheduled general increases in the ordinary course of business
  and consistent with past practices and policies; or effect any change in
   any respect in retirement benefits to any class of employees or officers,
except as otherwise required by law;                                  
        (vi) sell, mortgage, pledge, or otherwise dispose of or encumber any
     asset owned by Golden West or any Golden West Subsidiary, other than sales,
    mortgages, pledges, or other dispositions or encumbrances occurring in the
    ordinary and regular course of business consistent with past practices and
prior periods;                                                        
        (vii) increase or deplete inventories, incur or collect receivables,
   or incur or pay trade payables or accrued liabilities in any manner other
    than consistent with past practices and prior periods, and in the ordinary
course of business;                                                   
          (viii) cancel without payment or satisfaction in full, waive or extend
     the time for performance of, any notes, loans, or other obligations inuring
to the benefit of Golden West or any Golden West Subsidiary;          
         (ix) make any modification of or amendment to any of the contracts or
agreements listed or described on any Schedule to this Agreement;     
   (x) fail to maintain in full force and effect all insurance now
carried by Golden West or any Golden West Subsidiary;                 
    (xi) institute any changes in management policy of a significant
nature;                                                               
      (xii) take any action or fail to take any action that, if taken or
    omitted, would be required to be disclosed under the provisions of Section
4.9 of this Agreement; or                                             
          (xiii) make any agreement or commitment by or on behalf of Golden West
     to do or take any of the actions referred to in the foregoing subparagraphs
(i) through (xii).                                                    
   (d) At least 30 days prior to the Closing Date, Golden West shall deliver
to Oakwood a list, which shall be reasonably satisfactory to Oakwood, of names  
and addresses of those persons who were, in Golden West's reasonable judgment   
after discussion with its counsel, Latham & Watkins, at the record date for its 
shareholders' meeting to approve the Merger, "affiliates" (each such person, a  
"Golden West Affiliate Shareholder") of Golden West within the meaning of Rule  
145 of the rules and regulations promulgated under the Securities Act ("Rule    
145"). Golden West shall provide Oakwood such information and documents as      
Oakwood shall reasonably request for purposes of reviewing such list. Golden    
West shall deliver or cause to be delivered to Oakwood prior to the Closing     
Date, from each of the Golden West Affiliate Shareholders identified in the     
foregoing list, an Affiliate Letter in the form attached hereto as Exhibit C (an
"Affiliate Letter"). Oakwood shall be entitled to place legends as specified in 
such Affiliate Letters on the certificates evidencing any Oakwood Common Stock  
to be received by such Affiliates pursuant to the terms of this Agreement and to
issue appropriate stop transfer instructions to the transfer agent for the      
Oakwood Common Stock consistent with the terms of such Affiliate Letters.       
 (e) Without the prior written consent of Oakwood, Golden West shall not
take any action which would cause or would be likely to cause the conditions    
upon the obligations of the parties hereto to effect the transactions           
contemplated hereby not to be fulfilled, including without limitation, taking,  
causing to be taken, or permitting or suffering to be taken or to exist any     
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action, condition or thing which would cause the representations and warranties 
made by Golden West or any Golden West Subsidiary herein not to be true, correct
and accurate as of any time between the date hereof and the Closing Date.       
 (f) Golden West shall promptly provide to Oakwood monthly and quarterly
consolidated financial statements of Golden West.                               
  (g) Golden West shall prepare and provide to Oakwood, at least five days
prior to the Closing, an updated Schedule 4.3 listing the Social Security or    
Federal Tax I.D. numbers for Golden West's shareholders.                        
 (h) From and after the date hereof and until the Effective Time, Golden
West shall not (i) knowingly take any action, or knowingly fail to take any     
action, that would jeopardize the treatment of the Merger as a "pooling of      
interests" for accounting purposes; (ii) knowingly take any action, or knowingly
fail to take any action, that would jeopardize qualification of the Merger as a 
reorganization within the meaning of Section 368(a) (2)(E) of the Code; or (iii)
enter into any contract, agreement, commitment or arrangement with respect to   
either of the foregoing.                                                        
 6.3 COVENANTS OF OAKWOOD. Oakwood covenants and agrees that between the
date hereof and continuing until the Effective Time (except as expressly        
contemplated or permitted hereby, or to the extent that Golden West shall       
otherwise consent in writing):                                                  
(a) Oakwood shall promptly prepare and submit to the New York Stock   
Exchange a listing application covering the shares of Oakwood Common Stock      
issuable in the Merger, and shall use its best efforts to obtain, prior to the  
Effective Time, approval for the listing of such Oakwood Common Stock, subject  
to official notice of issuance.                                                 
  (b) From and after the date hereof and until the Effective Time, Oakwood
shall not (i) knowingly take any action, or knowingly fail to take any action,  
that would jeopardize the treatment of the Merger as a "pooling of interests"   
for accounting purposes; (ii) knowingly take any action, or knowingly fail to   
take any action, that would jeopardize qualification of the Merger as a         
reorganization within the meaning of Section 368(a) (2)(E) of the Code; or (iii)
enter into any contract, agreement, commitment or arrangement with respect to   
either of the foregoing.                                                        
    (c) Oakwood, prior to the Closing Date shall have delivered to Golden West
a copy of any reports filed with the SEC subsequent to the date of execution of 
this Agreement.                                                                 
 (d) Without the prior written consent of Golden West, Oakwood shall not
take any action which would cause or tend to cause the conditions upon the      
obligations of the parties hereto to effect the transactions contemplated hereby
not to be fulfilled, including without limitation, taking, causing to be taken, 
or permitting or suffering to be taken or to exist any action, condition or     
thing which would cause the representations and warranties made by Oakwood      
herein not to be true, correct and accurate as of any time between the date     
hereof and the Closing Date.                                                    
6.4 TAX-FREE REORGANIZATION. After the Effective Time, Oakwood and its
subsidiaries (which would include Golden West and the Golden West Subsidiaries) 
shall not knowingly take any action that would cause the Merger to fail to      
qualify as a reorganization within the meaning of Section 368(a)(2)(E) of the   
Code as in effect at the Effective Time.                                        
ARTICLE 7 
CONDITIONS
7.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The   
respective obligation of each party to effect the Merger shall be subject to the
fulfillment at or prior to the Closing Date of the following conditions:        
     (a) This Agreement and the transactions contemplated hereby shall have been
approved in the requisite manner by the holders of the issued and outstanding   
shares of capital stock of Golden West entitled to vote thereon, which approval 
and the voting thereon shall be certified by the Chief Executive Officer of     
Golden West.                                                                    

  (b) No action or proceeding shall have been instituted before a court or
other governmental body or by any governmental agency or public authority to    
restrain or prohibit the transactions contemplated by this Agreement or to      
obtain an amount of damages or other material relief in connection with the     
execution of the Agreement or the related agreements or the consummation of the 
Merger; and no governmental agency shall have given notice to any party hereto  
to the effect that consummation of the transactions contemplated by this        
Agreement would constitute a violation of any law or that it intends to commence
proceedings to restrain consummation of the Merger.                             

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    (c) The Registration Statement shall have become effective, no stop orders
suspending its effectiveness shall have been issued, and no proceedings for that
purpose shall have been instituted or, to the knowledge of Oakwood or Golden    
West, shall be contemplated.                                                    
  (d) All consents, authorizations, orders and approvals of (or filings or
registrations with) any governmental commission, board or other regulatory body 
required in connection with the execution, delivery and performance of this     
Agreement shall have been obtained or made, except for filings in connection    
with the Merger and any other documents required to be filed after the Effective
Time and except where the failure to have obtained or made any such consent,    
authorization, order, approval, filing or registration would not have a material
adverse effect on the business of Oakwood and Golden West, taken as a whole,    
following the Effective Time.                                                   
  (e) Oakwood shall have received from Golden West certified copies of all
resolutions adopted by the Board of Directors and shareholders of Golden West in
connection with this Agreement and the transactions contemplated hereby. Golden 
West shall have received from Oakwood and Merger Sub certified copies of all    
resolutions adopted by the Board of Directors of each respective company and the
shareholders of Merger Sub in connection with this Agreement and the            
transactions contemplated hereby.                                               
   (f) The applicable waiting period under the HSR Act shall have expired or
been terminated.                                                                
  (g) The shares of Oakwood Common Stock issuable in the Merger shall have
been approved for listing, subject to official notice of issuance, on the New   
York Stock Exchange.                                                            
   (h) Oakwood, Merger Sub and Golden West shall have executed and delivered
the Agreement of Merger and appropriate certificates for filing with the        
Secretary of State of California.                                               
7.2 CONDITIONS TO OBLIGATION OF GOLDEN WEST TO EFFECT THE MERGER. The 
obligations of Golden West to effect the Merger shall be subject to the         
fulfillment at or prior to the Closing Date of the following conditions:        
     (a) Oakwood shall have performed its agreements contained in this Agreement
required to be performed on or prior to the Closing Date and the representations
and warranties of Oakwood and Merger Sub contained in this Agreement shall be   
true and correct as of the Closing Date, and Golden West shall have received a  
certificate of the president or the chief financial officer of Oakwood, dated   
the Closing Date, certifying to such effect.                                    
     (b) From the date of this Agreement through the Effective Time, there shall
not have occurred any material change in the financial condition, business or   
operations of Oakwood that would have or would be reasonably likely to have an  
Oakwood Material Adverse Effect other than any such change that affects both    
Golden West and Oakwood in a substantially similar manner.                      
    (c) Golden West shall have received an opinion of its counsel satisfactory
to Golden West, generally to the effect that (i) the Merger qualifies as a      
reorganization under Section 368(a)(2)(E) of the Code, (ii) no material gain or 
loss will be recognized by Golden West as a result of the Merger and (iii)      
shareholders of Golden West who receive in the Merger solely either Oakwood     
Common Stock or Oakwood Common Stock and cash in lieu of fractional shares will 
recognize no gain or loss for federal income tax purposes with respect to the   
Oakwood Common Stock received in the Merger.                                    
   (d) Golden West shall have received a written opinion letter, dated as of
the Closing Date, from the legal counsel of Oakwood substantially in the form of
Exhibit D attached hereto; provided, however, that such opinion letter may also 
contain any additional opinions reasonably requested by Golden West that relate 
to matters that arise during Golden West's due diligence review or otherwise in 
connection with the consummation of this Agreement and the transactions         
contemplated hereby.                                                            
     (e) Golden West shall have received a good standing certificate for Oakwood
from the Secretary of State of North Carolina and for Merger Sub from the       
Secretary of State of California.                                               
(f) Golden West shall have received from Price Waterhouse "comfort"   
letters, (i) dated as of the effective date of the Prospectus/Proxy Statement,  
substantially in the form of Exhibit E hereto, and (ii) dated either as of the  
date of the Golden West shareholders' meeting to approve the Merger or if there 
is no meeting dated as of the end of the period for soliciting and receiving    
consents from the shareholders, a bringdown of the letter provided in           
subparagraph (i) substantially in the form of Exhibit F hereto.                 
(g) Any modifications to the form of the Acknowledgement shall be     
reasonably satisfactory to Golden West.                                         
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    (h) Golden West shall have received good standing certificates for Oakwood
from the Secretary of State of each state where Oakwood is qualified to do      
business.                                                                       
7.3 CONDITIONS TO OBLIGATION OF OAKWOOD AND MERGER SUB TO EFFECT THE  
MERGER. The obligations of Oakwood and Merger Sub to effect the Merger shall be 
subject to the fulfillment at or prior to the Closing Date of the following     
conditions:                                                                     
(a) Golden West shall have performed its agreements contained in this 
Agreement required to be performed on or prior to the Closing Date and the      
representations and warranties of Golden West contained in this Agreement shall 
be true and correct as of the Closing Date, and Oakwood shall have received a   
certificate of the Chief Executive Officer of Golden West, dated the Closing    
Date, certifying to such effect.                                                
    (b) Oakwood shall be satisfied that the Merger will qualify for accounting
by Oakwood as a "pooling of interests" under generally accepted accounting      
principles and under applicable rules and regulations of the SEC. In connection 
therewith, Oakwood shall have received, on or before the Closing Date, (i) a    
letter from Price Waterhouse (or any other accountants of Oakwood's choosing)   
dated as of the Closing Date to the effect that the transactions contemplated by
this Agreement may be treated by Oakwood as a "pooling of interests" for        
accounting purposes and (ii) a letter from Arthur Andersen & Co. dated as of the
Closing Date to the effect that no condition exists with respect to Golden West 
that would prevent the transactions contemplated by this Agreement from being   
treated by Oakwood as a "pooling of interests" for accounting purposes.         
   (c) Oakwood shall have received an opinion of its counsel satisfactory to
Oakwood, generally to the effect that (i) the Merger qualifies as a             
reorganization under Section 368(a)(2)(E) of the Code, (ii) no material gain or 
loss will be recognized by Golden West or Oakwood as a result of the Merger,    
(iii) the net operating loss carry forwards of Golden West shall survive the    
Merger and be available to offset future income of Golden West, subject to the  
limitations under Section 382 of the Code, and (iv) the federal income tax      
consequences of the Merger will not have a material adverse effect on Oakwood.  
(d) Oakwood shall have received from Arthur Andersen & Co. "comfort"  
letters, (i) dated as of the effective date of the Prospectus/Proxy Statement,  
substantially in the form of Exhibit G hereto, and (ii) dated either as of the  
date of the Golden West shareholders' meeting to approve the Merger or if there 
is no meeting dated as of the end of the period for soliciting and receiving    
consents from the shareholders, a bringdown of the letter provided in           
subparagraph (i) substantially in the form of Exhibit H hereto.                 
     (e) From the date of this Agreement through the Effective Time, there shall
not have occurred any material change in the financial condition, business,     
operations or prospects of Golden West or the Golden West Subsidiaries, other   
than any such change that affects both Golden West and Oakwood in a             
substantially similar manner.                                                   
   (f) Oakwood shall have received a written opinion letter, dated as of the
Closing Date, from the legal counsel of Golden West substantially in the form of
Exhibit I attached hereto; provided, however, that such opinion letter may also 
contain any additional opinions reasonably requested by Oakwood that relate to  
matters that arise during Oakwood's due diligence review or otherwise in        
connection with the consummation of this Agreement and the transactions         
contemplated hereby.                                                            
 (g) Oakwood shall have completed to its satisfaction a review of Golden
West's business, operations and any matters raised in the Schedules to this     
Agreement and the results of such review shall be satisfactory to Oakwood.      
     (h) Harry E. Karsten, Jr., Robert D. Totten and Celia Golden as Beneficiary
shall have converted an aggregate of $500,000 of their Deferred Compensation    
Plan account balances into 260,000 shares of Golden West Common Stock in        
accordance with the terms of the Deferred Compensation Plan and otherwise on    
terms satisfactory to Oakwood.                                                  
    (i) Golden West and the holder of each Golden West Stock Option shall have
entered into agreements satisfactory to Oakwood as described in Section 3.5.    
(j) The consents set forth in Schedules 4.5 and 5.5 shall have been   
obtained in form satisfactory to Oakwood.                                       
  (k) Oakwood shall have received an Affiliate Letter substantially in the
form attached hereto as Exhibit C from each Golden West Affiliate Shareholder.  
    (l) Oakwood shall have received an updated Schedule 4.3 listing the Social
Security or Federal Tax I.D. numbers of the Golden West shareholders.           
 (m) Oakwood shall have received duly endorsed certificates and executed
Acknowledgments substantially in the form of Exhibit J hereto, with such changes
as Oakwood may reasonably deem advisable (the "Acknowledgment"), from holders of
at least 85% of the aggregate number of outstanding shares of Golden West Common
Stock and Golden West Preferred                                                 
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Stock. Pursuant to such Acknowledgments, the Shareholders shall agree to be     
bound by the terms of this Agreement including without limitation the escrow and
indemnification provisions contained herein.                                    
    (n) Oakwood shall have received good standing certificates for Golden West
and each Golden West Subsidiary from the Secretary of State of California and   
from the Secretary of State of each state where Golden West or any Golden West  
Subsidiary is qualified to do business.                                         
  (o) Harry E. Karsten, Jr. shall have executed a noncompetition agreement
substantially in the form of Exhibit K attached hereto and the officers of      
Golden West listed on Schedule 7.3(o) shall have executed noncompetition        
agreements, substantially in the form of Exhibit L attached hereto.             
     (p) Oakwood shall have received a final statement of all of the Golden West
Transaction Expenses dated as of the Closing Date, including without limitation 
final statements of services from attorneys, accountants and any financial      
advisors of Golden West, any Golden West Subsidiary or any Shareholder, and     
Oakwood shall have received evidence satisfactory to it of payment by the       
Shareholders of the Golden West Transaction Expenses in excess of $100,000.     
  (q) Oakwood shall have received Phase I environmental assessment reports
covering all of the real property owned or leased by Golden West or any Golden  
West Subsidiary (which reports shall have been supplemented by additional Phases
and reports if deemed necessary by the environmental consultant preparing such  
report to fully assess any environmental concerns) (the "Environmental          
Assessment"), which reports shall be in form reasonably acceptable to Oakwood   
and shall not disclose remediation, clean-up, monitoring, removal or other work 
deemed advisable by the consultant. The costs of any Phase I environmental      
assessment reports (and any additional Phases and reports) prepared at Oakwood's
request will be paid by Oakwood. Oakwood shall also have performed such         
additional due diligence with respect to any potential environmental liability  
of Golden West or any Golden West Subsidiary as it deems necessary or advisable 
and such additional due diligence shall not disclose any condition, circumstance
or liability that would have, in Oakwood's reasonable judgment, either          
individually or in the aggregate, a Golden West Material Adverse Effect.        
(r) The number of holders of Golden West Common Stock and Golden West 
Preferred stock who shall have asserted or may assert their rights as a         
dissenter with respect to their shares of Golden West Common Stock or Golden    
West Preferred Stock and who shall not have withdrawn or lost such dissenters'  
rights shall not exceed 10% of the aggregate number of outstanding shares of    
Golden West Common Stock and Golden West Preferred Stock.                       
(s) Oakwood shall have received a Standstill Letter from each officer,
director or Significant Shareholder of Golden West and of Oakwood and Merger    
Sub.                                                                            
 (t) All indemnification agreements pursuant to which Golden West or any
Golden West Subsidiary is obligated to indemnify any director or officer of     
Golden West or any Golden West Subsidiary shall have been terminated as of the  
Closing Date.                                                                   
ARTICLE 8 
INDEMNIFICATION 
8.1 INDEMNIFICATION. The Shareholders shall, jointly and severally,   
indemnify and hold harmless Oakwood, its successors and assigns, from and       
against any and all liabilities, losses, damages, actions, suits, proceedings,  
claims, demands, assessments, fines, penalties, judgments, fees, costs and      
expenses (including reasonable accountants' and attorneys' fees) of every nature
and character (hereinafter referred to as a "Loss" or "Losses"), which Oakwood  
or Golden West or their subsidiaries, their respective successors and assigns,  
or any one or more of them, may sustain or incur, directly or indirectly,       
arising out of or incident to or by reason of the falsity or incorrectness of   
any representation or warranty made by the Shareholders or Golden West or any   
Golden West Subsidiary in this Agreement or any breach of any representation or 
warranty or of any covenant to be performed by or on the part of the            
Shareholders, Golden West or any Golden West Subsidiary under this Agreement or 
any document, certificate, or other agreement or instrument entered into,       
furnished or to be furnished by the Shareholders, Golden West or any Golden West
Subsidiary pursuant to this Agreement. Notwithstanding any provisions in this   
Section 8.1 to the contrary, no claim for indemnity shall be submitted by       
Oakwood, its successors or assigns, and no indemnification shall be required by 
the Shareholders, until and only to the extent that the aggregate amount of     
Losses exceeds $150,000. All rights to indemnification under this Article 8.1   
shall expire on the first anniversary of the Closing Date except as to any      
matter as to which Oakwood has given notice pursuant to Section 8.2 prior to    
such first anniversary date. Any liability of the Shareholders under this       
Section 8.1 shall be in addition to and not in substitution or limitation of any
liability which it may otherwise have; provided, however, that Oakwood shall be 
entitled to only one complete satisfaction of                                   
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a claim against the Shareholders; and provided further, however, that each      
Shareholder's total monetary obligation under this Agreement shall not exceed an
amount equal to the number of such Shareholder's shares of Oakwood Common Stock 
that are to be originally escrowed pursuant to Section 3.9 multiplied by the    
Closing Value, which limit on indemnification shall not be subject to reduction 
as all or part of such shares are released from escrow.                         
   8.2 NOTICE. If any matter shall arise which may involve or give rise to a
claim by Oakwood against the Shareholders under the provisions of this Section  
8.1 (an "Indemnity Claim"), Oakwood shall give prompt notice thereof to the     
Shareholders at their respective addresses provided in their respective         
Acknowledgment stating with reasonable specificity the circumstances of the     
Indemnity Claim and shall thereafter give prompt notice of any change therein.  
     8.3 THIRD PARTY CLAIMS. If the Indemnity Claim involves a claim made by any
third party (a "Third Party Claim"), Oakwood agrees to assume the defense of    
such claim and to diligently pursue its defense until the conclusion of the     
matter. Oakwood shall provide to the Shareholders copies of all pleadings and   
pertinent documents relating to such Third Party Claim, shall keep the          
Shareholders advised as to the status of the proceedings relating to such Third 
Party Claim and shall obtain the prior written approval of the Shareholders who 
held a majority of the outstanding shares of the Golden West Common Stock and   
the Golden West Preferred Stock immediately prior to the Effective Time, which  
approval shall not be unreasonably withheld, before entering into any settlement
of such Third Party Claim.                                                      
ARTICLE 9 
TERMINATION 
     9.1 TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated and the
Merger may be abandoned at any time prior to the Effective Time, before or after
the approval of this Agreement by the shareholders of Golden West, by the mutual
consent of Oakwood and Golden West.                                             
 9.2 TERMINATION BY EITHER OAKWOOD OR GOLDEN WEST. This Agreement may be
terminated and the Merger may be abandoned by action or authorization of the    
Board of Directors of either Oakwood or Golden West if (a) the Merger shall not 
have been consummated by November 15, 1994, or (b) the approval of Golden West's
shareholders required by Section 7.1(a) shall not have been obtained at a       
meeting duly convened therefor or at any adjournment thereof, or (c) a United   
States federal or state court of competent jurisdiction or United States federal
or state governmental, regulatory or administrative agency or commission shall  
have issued an order, decree or ruling or taken any other action permanently    
restraining, enjoining or otherwise prohibiting the transactions contemplated by
this Agreement and such order, decree, ruling or other action shall have become 
final and nonappealable; provided, however, that the party seeking to terminate 
this Agreement pursuant to this clause (c) shall have used all reasonable       
efforts to remove such injunction, order or decree.                             
  9.3 TERMINATION BY GOLDEN WEST. This Agreement may be terminated and the
Merger may be abandoned at any time prior to the Effective Time, before or after
the approval by the shareholders of Golden West, by action or authorization of  
the Board of Directors of Golden West if (a) there has been a breach by Oakwood 
or Merger Sub of any representation or warranty contained in this Agreement     
which would have or would be reasonably likely to have an Oakwood Material      
Adverse Effect, (b) there has been a material breach of any of the covenants or 
agreements set forth in this Agreement on the part of Oakwood, which breach is  
not curable or, if curable, is not cured within 30 days after written notice of 
such breach is given by Golden West to Oakwood or (c) prior to the approval by  
Golden West's shareholders of the transactions contemplated by this Agreement,  
Golden West shall have received an Unsolicited Proposal and the Board of        
Directors of Golden West, after consulting with its outside counsel, determines 
that to proceed with the Merger would violate its fiduciary duties and, not     
later than the time of such termination, Golden West has paid Oakwood the amount
of $500,000 as a termination fee in lieu of the fee required by Section 9.7.    
     9.4 TERMINATION BY OAKWOOD. This Agreement may be terminated and the Merger
may be abandoned at any time prior to the Effective Time, by action or          
authorization of the Board of Directors of Oakwood if (a) there has been a      
breach by Golden West or any Golden West Subsidiary of any representation or    
warranty contained in this Agreement which would have or would be reasonably    
likely to have an Golden West Material Adverse Effect, (b) there has been a     
material breach of any of the covenants or agreements set forth in this         
Agreement on the part of Golden West or any Golden West Subsidiary, which breach
is not curable or, if curable, is not cured within 30 days after written notice 
of such breach is given by Oakwood to Golden West or the Subsidiary, or (c) the 
Merger will not qualify for accounting by Oakwood as a "pooling of interests"   
under generally accepted accounting principles and under applicable rules and   
regulations of the SEC.                                                         
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9.5 EFFECT OF TERMINATION AND ABANDONMENT. Upon termination of this   
Agreement pursuant to this Section, this Agreement shall be void and of no other
effect, and there shall be no liability by reason of this Agreement or the      
termination thereof on the part of any party hereto (other than for the willful 
breach by a party of any of its representations, warranties, covenants or       
agreements contained herein), or on the part of the respective directors,       
officers, employees, agents or shareholders of any of them.                     

   9.6 EXTENSION; WAIVER. At any time prior to the Effective Time, any party
hereto, by action taken or authorized by its Board of Directors, may, to the    
extent legally allowed, (a) extend the time for the performance of any of the   
obligations or other acts of the other parties hereto, (b) waive any            
inaccuracies in the representations and warranties made to such party contained 
herein or in any document delivered pursuant hereto and (c) waive compliance    
with any of the agreements or conditions for the benefit of such party contained
herein. Any agreement on the part of a party hereto to any such extension or    
waiver shall be valid only if set forth in an instrument in writing signed on   
behalf of such party.                                                           
9.7 TERMINATION FEE.                                                  
  (a) Golden West agrees that if (i) the Merger is not consummated for any
reason other than (A) termination of this Agreement by Golden West pursuant to  
clause (a) or (b) of Section 9.3, (B) termination of this Agreement by mutual   
consent of Oakwood and Golden West pursuant to Section 9.1, (C) termination by  
Oakwood pursuant to clause (b) of Section 9.4 due to the failure to satisfy the 
conditions to close set forth in either clause (g) or (q) of Section 7.3 or (D) 
termination by Oakwood pursuant to clause (c) of Section 9.4 and (ii) on or     
before 120 days after the termination of this Agreement, a Business Combination 
(as defined below) shall have occurred or Golden West or its principal          
shareholder shall have entered into a letter of intent, agreement in principle  
or definitive agreement, or an understanding similar to any of the foregoing,   
for a Business Combination, then Golden West shall pay to Oakwood an amount     
equal to $500,000.                                                              
   (b) Any payment required to be made pursuant to this Section 9.7 shall be
made as promptly as practicable but not later than five business days after the 
occurrence of the Business Combination or the execution of the letter of intent,
agreement in principle or definitive agreement, or understanding similar to the 
foregoing, for a Business Combination, whichever is earlier.                    
     (c) For purposes of this Section 9.7, the term "Business Combination" shall
mean (i) a merger, consolidation, share exchange, business combination or       
similar transaction involving Golden West; (ii) a sale, lease, exchange,        
transfer or other disposition of 50% or more of the assets of Golden West and   
each Golden West Subsidiary, taken as a whole, in a single transaction or series
of transactions; or (iii) the acquisition by a person or entity of 50% or more  
of the Golden West Common Stock or Golden West Preferred Stock whether by sale  
of stock, tender offer or exchange offer or otherwise.                          
ARTICLE 10
GENERAL PROVISIONS
10.1 EFFECTIVENESS OF REPRESENTATIONS AND WARRANTIES.                       
(a) Except as set forth in Section 10.1(b), the representations,      
warranties, covenants and agreements of each party hereto shall remain operative
and in full force and effect, regardless of any investigation made by or on     
behalf of any other party hereto, any person controlling any such party or any  
of their officers or directors, whether prior to or after the execution of this 
Agreement. Notice of any claim by Oakwood or Merger Sub for indemnification     
hereunder (including a reasonable description of the alleged breach) must be    
made prior to the expiration under Section 10.1(b) of the representation,       
warranty, covenant or agreement upon which it is based. All statements contained
in the Schedules hereto shall be deemed to be representations and warranties by 
the parties hereunder.                                                          
    (b) The representations, warranties and agreements in this Agreement shall
terminate at the Effective Time or upon the termination of this Agreement       
pursuant to Article 9; except that (i) the representations and warranties set   
forth in Article 4 shall survive the Effective Time and expire on the first     
anniversary of the Effective Time, (ii) the agreements set forth in Articles 1, 
2, 3, 8, 9 and 10 and Section 6.4 shall survive the Effective Time and (iii) and
the agreements set forth in Section 6.1(d) and in Articles 8, 9 and 10 hereof   
shall survive termination pursuant to Article 9.                                
   10.2 NOTICES. All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been duly given or made  
as of the date delivered, mailed or transmitted, and shall be effective upon    
receipt, if delivered personally, mailed by registered or certified mail        
(postage prepaid, return receipt requested) to the parties at the following     
addresses (or at such other address for a party as shall be specified by like   
changes of address) or sent by electronic transmission to the facsimile numbers 
specified below:                                                                
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(a) If to Oakwood or Merger Sub:                                      
Oakwood Homes Corporation                                     
2225 South Holden Road                                            
Post Office Box 7386                                              
Greensboro, North Carolina 27417-0386                             
Attention: C. Michael Kilbourne                                   
Facsimile No.: (910) 852-1537                                     
with a copy to:                                               
Kennedy Covington Lobdell & Hickman, L.L.P.                   
NationsBank Corporate Center, Suite 4200                          
100 North Tryon Street                                            
Charlotte, North Carolina 28202                                   
Attention: Myles E. Standish, Esq.                                
Facsimile No.: (704) 331-7598                                     
(b) If to Golden West:                                                
Golden West Homes                                             
1801 East Edinger Avenue                                          
Suite 240                                                         
Santa Ana, California 92705                                       
Attention: Harry E. Karsten, Jr.                                  
Facsimile No.: (714) 835-6232                                     
with a copy to:                                               
Latham & Watkins                                              
650 Town Center Drive, Suite 2000                                 
Costa Mesa, California 92626                                      
Attention: John R. Stahr, Esq.                                    
Facsimile No.: (714) 755-8290                                     
(c) If to a Shareholder:                                              
To his or its address set forth in the Acknowledgment         
executed by such Shareholder                                      
(d) If to the Escrow Agent:                                           
First Union National Bank of North Carolina                   
Bond Administration Department                                    
230 South Tryon Street                                            
Charlotte, NC 28288-1179                                          
Attention: Daniel J. Ober, Assistant Vice President               
Facsimile No.: (704) 383-7316                                     
     10.3 ASSIGNMENT, BINDING EFFECT; BENEFIT. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by any of the  
parties hereto (whether by operation of law or otherwise) without the prior     
written consent of the other parties. Subject to the preceding sentence, this   
Agreement shall be binding upon and shall inure to the benefit of the parties   
hereto and their respective successors and assigns.                             
10.4 ENTIRE AGREEMENT. This Agreement, the Exhibits and the Schedules 
constitute the entire agreement among the parties with respect to the subject   
matter hereof and supersede all prior agreements and understandings among the   
parties with respect thereto. No addition to or modification of any provision of
this Agreement shall be binding upon any party hereto unless made in writing and
signed by all parties hereto.                                                   
    10.5 AMENDMENT. This Agreement may be amended by the parties hereto at any
time before or after approval of matters presented in connection with the Merger
by the shareholders of Golden West, but after any such shareholder approval, no 
amendment shall be made which by law requires the further approval of           
shareholders without obtaining such further                                     
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approval. This Agreement may not be modified or amended except by an instrument 
in writing signed on behalf of Oakwood, Merger Sub and Golden West and, to the  
extent such writing modifies or amends Section 3.9, the Escrow Agent. Any       
amendment to this Agreement prior to the Effective Time shall not affect the    
obligations and liabilities of any Shareholder under this Agreement, as amended,
unless expressly agreed to in such amendment.                                   
     10.6 GOVERNING LAW. The validity of this Agreement, the construction of its
terms and the determination of the rights and duties of the parties hereto shall
be governed by and construed in accordance with the laws of the United States   
and those of the State of North Carolina applicable to contracts made and to be 
performed wholly within such state.                                             
    10.7 COUNTERPARTS. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an 
original, but all such counterparts shall together constitute one and the same  
instrument. Each counterpart may consist of a number of copies hereof each      
signed by less than all, but together signed by all of the parties hereto.      
    10.8 HEADINGS. Headings of the Articles and Sections of this Agreement are
for the convenience of the parties only, and shall be given no substantive or   
interpretive effect whatsoever.                                                 
10.9 INTERPRETATION. In this Agreement, unless the context otherwise  
requires, words describing the singular number shall include the plural and vice
versa, and words denoting any gender shall include all genders and words        
denoting natural persons shall include corporations, partnerships, limited      
liability companies, trusts, associations and other entities.                   
10.10 WAIVERS. Except as provided in this Agreement, no action taken  
pursuant to this Agreement, including, without limitation, any investigation by 
or on behalf of any party, shall be deemed to constitute a waiver by the party  
taking such action of compliance with any representations, warranties, covenants
or agreements contained in this Agreement. Any waiver hereunder by Oakwood shall
not release or otherwise affect the obligations of a Shareholder hereunder      
except to the extent expressly provided in such waiver. The waiver by any party 
hereto of a breach of any provision hereunder shall not operate or be construed 
as a waiver of any prior or subsequent breach of the same or any other provision
hereunder. Oakwood may waive the condition to issuing shares of Oakwood Common  
Stock to a Shareholder of receipt of an executed Acknowledgment from such       
Shareholder; provided, however, that no such waiver shall affect (i) the        
obligations and liabilities of any other Shareholder who has executed a         
Acknowledgment or (ii) the obligations and liabilities of such non-signing      
Shareholder hereunder as a Shareholder, including without limitation the        
obligations and liabilities of such nonsigning Shareholder with respect to his  
Escrowed Shares.                                                                
10.11 INCORPORATION OF SCHEDULES AND EXHIBITS. The Schedules and the  
Exhibits attached hereto and referred to herein are hereby incorporated herein  
and made a part hereof for all purposes as if fully set forth herein.           
10.12 SEVERABILITY. Any term or provision of this Agreement which is  
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be 
ineffective to the extent of such invalidity or unenforceability without        
rendering invalid or unenforceable the remaining terms and provisions of this   
Agreement or affecting the validity or enforceability of any of the terms or    
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.                                          
   10.13 ENFORCEMENT OF AGREEMENT. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement was
not performed in accordance with its specific terms or was otherwise breached.  
It is accordingly agreed that the parties shall be entitled to an injunction or 
injunctions to prevent breaches of this Agreement and to enforce specifically   
the terms and provisions hereof in any court of competent jurisdiction, this    
being in addition to any other remedy to which they are entitled at law or in   
equity.                                                                         
   10.14 EFFECTIVENESS. This Agreement shall be effective upon the execution
hereof by Oakwood, Merger Sub and Golden West, and upon such execution shall    
constitute a legal, valid and binding obligation of each of Oakwood, Merger Sub 
and Golden West.                                                                
*  *  * 
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     IN WITNESS WHEREOF, the parties have executed this Agreement and caused the
same to be duly delivered on their behalf on the any and year first written     
above.                                                                          
                           OAKWOOD HOMES CORPORATION
ATTEST:                                                                         

                                                                [Download Table]
                                                                           
By: /s/  C. Michael Kilbourne  By: /s/               Nicholas J. St. George
                                   Name: Nicholas J. St. George            
                                   Title: President                        

                                GOLDEN ACQUISITION CORPORATION
ATTEST:                                                                         

                                                                [Download Table]
                                                                           
By: /s/  C. Michael Kilbourne  By: /s/               Nicholas J. St. George
                                   Name: Nicholas J. St. George            
                                   Title: President                        

                   GOLDEN WEST HOMES
ATTEST:                                                                         

                                                                [Download Table]
                                                                      
By: /s/  Frank D. Jacobs  By: /s/                Harry E. Karsten, Jr.
                              Name: Harry E. Karsten, Jr.             
                              Title: President                        

                           FIRST UNION NATIONAL BANK
                                        OF NORTH CAROLINA, as Escrow Agent

ATTEST:                                                                         

                                                                [Download Table]
                                                              
By: /s/  Terry Baker  By: /s/                   Daniel J. Ober
                          Name: Daniel J. Ober                
                          Title: Assistant Vice President     

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EXHIBITS AND SCHEDULES
EXHIBITS

                                                                [Download Table]
                                                                
Exhibit A              Agreement of Merger                      
Exhibit B              Standstill Letter                        
Exhibit C              Affiliate Letter                         
Exhibit D              Opinion of Oakwood counsel               
Exhibit E              Price Waterhouse Comfort Letter          
Exhibit F              Price Waterhouse Comfort Letter Bringdown
Exhibit G              Arthur Andersen Comfort Letter           
Exhibit H              Arthur Andersen Comfort Letter Bringdown 
Exhibit I              Opinion of Golden West counsel           
Exhibit J              Form of Acknowledgment                   
Exhibit K              Form of Karsten Noncompetition Agreement 
Exhibit L              Form of Other Noncompetition Agreement   

SCHEDULES 

                                                                [Download Table]
                                                                           
Schedule 3.5           Option Shares                                       
Schedule 4.0           Officers                                            
Schedule 4.1           Golden West Subsidiaries                            
Schedule 4.3           List of Shareholders; Golden West Options           
Schedule 4.5           Golden West Consents                                
Schedule 4.7           Golden West Investments                             
Schedule 4.9           Subsequent Events                                   
Schedule 4.10          Tax Matters                                         
Schedule 4.11(a)       Directors, Officers and Employees                   
Schedule 4.11(b)       Fringe Benefit Plans                                
Schedule 4.11(d)       Funding Policies                                    
Schedule 4.11(e)       Plan Claims and Litigation                          
Schedule 4.11(g)       Benefit Plans -- Effect of Merger                   
Schedule 4.12(a)       Real Property and Leasehold Interests and Exceptions
Schedule 4.12(b)       Permitted Encumbrances                              
Schedule 4.12(c)       Inventory Encumbrances                              
Schedule 4.12(e)       Trademarks                                          
Schedule 4.12(f)       Material Contracts                                  
Schedule 4.13          Environmental Matters                               
Schedule 4.14          Leases                                              
Schedule 4.15          Capital Expenditures                                
Schedule 4.16          Certain Transactions                                
Schedule 4.17          Compliance Exceptions                               
Schedule 4.18          Litigation                                          
Schedule 4.22          Brokers                                             
Schedule 4.24          Bank Accounts                                       
Schedule 4.25          Insurance                                           
Schedule 4.26          Product Warranty Matters                            
Schedule 4.27          Warranty, Repurchase and Other Service Obligations  
Schedule 4.28          Dealer Agreements                                   
Schedule 4.29          Guarantees                                          
Schedule 4.30          Prospective Changes                                 
Schedule 5.5           Oakwood Consents                                    
Schedule 5.10          Oakwood Defaults                                    

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EXHIBITS AND SCHEDULES
SCHEDULES (CONT'D)

                                                                [Download Table]
                                                                       
Schedule 6.1(h)        Letters of Credit                               
Schedule 6.2(c)(iv)    Capital Expenditures                            
Schedule 6.2(c)(v)     Bonuses                                         
Schedule 7.3(o)        Officers to Enter Into Noncompetition Agreements

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                                                                       EXHIBIT A
AGREEMENT OF MERGER 
    THIS AGREEMENT OF MERGER is dated as of this   day of           , 1994, by
and among GOLDEN ACQUISITION CORPORATION, a California corporation ("SUB"),     
OAKWOOD HOMES CORPORATION, a North Carolina corporation ("Oakwood"), and GOLDEN 
WEST HOMES, a California corporation ("Golden West").                           
W I T N E S S E T H : 
     WHEREAS, SUB has outstanding 1,000 shares of Common Stock, all of which are
owned of record and beneficially by Oakwood;                                    
WHEREAS, Golden West has outstanding 1,287,000 shares of Common Stock,
without par value, and 1,105,000 shares of Preferred Stock, without par value;  
and                                                                             
  WHEREAS, the Boards of Directors of Golden West, Oakwood and SUB deem it
advisable and in the best interests of Golden West, Oakwood and SUB and their   
respective shareholders, that SUB merge with and into Golden West in a merger   
(the "Merger") to be consummated under the terms and conditions set forth herein
and in accordance with the laws of the State of California; and                 
WHEREAS, the Boards of Directors of Golden West on August 11, 1994, of
Oakwood on July 20, 1994, and of SUB on              , 1994, have, by           
resolutions duly adopted, approved this Agreement of Merger; and                
  WHEREAS, the shareholders of Golden West on              , 1994, and the
sole shareholder of SUB on              , 1994 have approved the Merger pursuant
to the terms of this Agreement of Merger; and                                   
    WHEREAS, Oakwood has agreed that when the Merger becomes effective, and as
and when required hereby, it will deliver such shares of its Common Stock as    
shall be required in exchange for the shares of Golden West Common Stock and    
Golden West Preferred Stock outstanding on the effective date of the Merger; and
WHEREAS, Oakwood, SUB and Golden West have entered into an Acquisition
Agreement dated as of August   , 1994 (the "Acquisition Agreement"), setting    
forth certain agreements and conditions in connection with the Merger.          
  NOW, THEREFORE, the parties hereby agree that SUB shall be and is hereby
merged into Golden West (the "Surviving Corporation"), and that the terms and   
conditions of the Merger and the mode of carrying them into effect, including   
the manner of converting the shares of Golden West into shares of Oakwood, shall
be as follows:                                                                  
1. MERGER; EFFECTIVE DATE OF MERGER.                                            
   1.1 The Merger shall be effected in accordance with the provisions of and
have the effect provided in Sections 1100 ET SEQ. of the California General     
Corporation Law. Upon the effectiveness of the Merger, the separate existence of
SUB shall cease and Golden West shall succeed, without other transfer, to all   
the rights, privileges, powers, immunities and franchises of SUB, all of the    
properties and assets of SUB, and all of the debts, choses in action and other  
interests due or belonging to SUB, and shall be subject to and responsible for  
all the debts, liabilities and obligations of SUB in the same manner as if      
Golden West had itself incurred them. All rights of creditors and all liens upon
the property of SUB shall be preserved unimpaired, limited to the property      
affected by such liens immediately prior to the effective date of the Merger.   
Any action or proceeding pending by or against SUB may be prosecuted to judgment
which shall bind Golden West, or Golden West may be proceeded against or        
substituted in the place of SUB.                                                
  1.2 The Merger shall become effective on the date that this Agreement of
Merger is filed with and accepted by the Secretary of State of the State of     
California (the "Effective Date").                                              
   1.3 If, at any time after the Effective Date, Golden West considers or is
advised that any deeds, bills of sale, assignments, assurances or any other     
actions or things are necessary or desirable to vest, perfect or record in      
Golden West its right, title and interest in, to and under any of the rights,   
properties or assets of SUB acquired or to be acquired by Golden West as a      
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result of, or in connection with, the Merger or to otherwise carry out this     
Agreement of Merger, then the officers and directors of Golden West shall and   
will be authorized to execute and deliver, in the name and on behalf of Golden  
West of SUB or otherwise, all such deeds, bills of sale, assignments and        
assurances, and to take and do, in the name and on behalf of Golden West or SUB 
or otherwise, all such other actions as may be necessary or desirable to vest,  
perfect or record any and all right, title and interest in, to and under such   
rights, properties or assets in Golden West or otherwise carry out this         
Agreement of Merger.                                                            
2. SURVIVING CORPORATION'S ARTICLES OF INCORPORATION AND BYLAWS; DIRECTORS;     
OFFICERS.                                                                       
    2.1 On the Effective Date, the Articles of Incorporation and Bylaws of SUB
as in effect on the Effective Date shall be the Articles of Incorporation and   
Bylaws of the Surviving Corporation from and after the Effective Date (until    
altered, amended or repealed in the manner specified therein or as provided by  
law); provided, however, that on the Effective Date Article I of the Articles of
Incorporation shall be amended to read, in its entirety, as follows:            
"The name of the corporation is Golden West Homes."                   
   2.2 The directors and officers of SUB serving on the Effective Date shall
be the directors and officers of the Surviving Corporation until removed or     
replaced in the manner specified in the Bylaws of the Surviving Corporation or  
as provided by law.                                                             
3. CONVERSION OF SHARES.                                                        
    3.1 Immediately upon the effectiveness of the Merger, each share of Golden
West Common Stock and each share of Golden West Preferred Stock issued and      
outstanding on the Effective Date of the Merger (except for shares, if any, of  
Golden West Common Stock or Golden West Preferred Stock which shall then        
constitute "dissenting shares" within the meaning of Section 1300 ET SEQ. of the
California General Corporation Law ("Dissenting Shares")), shall be converted   
into the right to receive .231099373 shares of the Common Stock of Oakwood. No  
fractional shares of Oakwood Common Stock shall be issued or delivered upon the 
conversion of Golden West shares into shares of Oakwood Common Stock hereunder; 
rather, such fractional portion shall be paid in cash. The amount paid for a    
fractional share shall be an amount equal to the fraction of the Oakwood share  
otherwise due multiplied by the closing price of the Oakwood Common Stock on the
New York Stock Exchange two business days before the Effective Date (or, if the 
Oakwood Common Stock is not traded on the New York Stock Exchange on such date, 
the closing price thereon on the immediately preceding day on which the stock   
traded).                                                                        
3.2 Each holder of shares of Golden West Common Stock or Golden West  
Preferred Stock, upon surrender on the Effective Date to Oakwood or at any      
subsequent time to Wachovia Bank, N.A., as Exchange Agent, for cancellation of  
the one or more certificates representing such shares, shall thereafter be      
entitled to receive a certificate representing the number of shares of Oakwood  
Common Stock and the cash in lieu of fractional shares as determined pursuant to
Section 3.1 of this Agreement.                                                  
3.3 Until surrender as hereinabove provided, (i) each outstanding     
certificate which prior to the Effective Date represented shares of Golden West 
Common Stock or Golden West Preferred Stock (other than certificates for        
Dissenting Shares) shall be deemed for all corporate purposes, to evidence the  
right to receive the aggregate number of shares of Oakwood Common Stock and cash
for fractional shares to be delivered with respect to such shares of Golden West
capital stock; and (ii) each outstanding certificate evidencing Dissenting      
Shares shall evidence the right of the holders thereof to pursue such holders'  
remedies as a dissenting shareholder as provided in the California General      
Corporation Law.                                                                
   3.4 All Oakwood Common Stock delivered upon the surrender for exchange of
shares of Golden West Common Stock or Golden West Preferred Stock in accordance 
with the terms hereof shall be deemed to have been delivered in full            
satisfaction of all rights pertaining to such shares of Golden West Common Stock
or Golden West Preferred Stock. There shall be no further registration of       
transfers on the stock transfer books of Golden West of the shares of Golden    
West Common Stock or Golden West Preferred Stock which were outstanding         
immediately prior to the Effective Date. If for any reason certificates are     
presented to Golden West after the Effective Date, they shall be canceled and   
exchanged as provided herein.                                                   
3.5 Immediately upon the effectiveness of the Merger, each outstanding
share of capital stock of SUB, by virtue of the Merger, and without any action  
on the part of the holder thereof, shall automatically be converted into and    
become one share of Common Stock of Golden West as the Surviving Corporation.   
From and after the Effective Date, Oakwood, as holder of all of the outstanding 
shares of capital stock of SUB, shall have the right to receive Common Stock of 
Golden West as provided hereinabove upon its surrender of the certificate or    
certificates representing all shares of the capital stock of SUB. Until         
surrender, each outstanding certificate which prior to the Effective Date       
represented capital stock of SUB shall be                                       
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deemed for all corporate purposes to evidence ownership of the number of whole  
shares of Common Stock of Golden West into which the shares of capital stock of 
SUB have been so converted. From and after the Effective Date, Oakwood, as owner
of all outstanding shares of the capital stock of SUB, shall thereupon cease to 
have any rights with respect to such shares and its rights shall be solely in   
respect of the Common Stock of Golden West into which such shares of capital    
stock of SUB have been so converted.                                            
4. TERMINATION AND AMENDMENT.                                                   
   4.1 Notwithstanding the approval of this Agreement by the shareholders of
Golden West and SUB, this Agreement may be terminated at any time prior to the  
Effective Date by the mutual agreement of the Boards of Directors of Oakwood,   
SUB and Golden West.                                                            
   4.2 Notwithstanding the approval of this Agreement by the shareholders of
Golden West and SUB, this Agreement shall terminate in the event that the       
Acquisition Agreement shall be terminated prior to the Effective Date as therein
provided.                                                                       
  4.3 In the event of the termination of this Agreement as provided above,
this Agreement shall become void and there shall be no liability on the part of 
Golden West, SUB or Oakwood or their respective officers or directors hereunder,
except as otherwise provided in the Acquisition Agreement.                      
    4.4 This Agreement may be amended by the parties hereto at any time before
or after approval hereof by the shareholders of Golden West or SUB but, after   
any such approval, no amendment shall be made which by law requires the further 
approval of the shareholders of Golden West or SUB without first obtaining such 
approval. This Agreement may not be amended except by an instrument in writing  
signed on behalf of each of the parties hereto.                                 
  IN WITNESS WHEREOF, the parties to this Agreement of Merger, pursuant to
the approval and authority duly given by resolutions adopted by the respective  
Boards of Directors, have caused this Agreement of Merger to be executed in     
their respective corporate names by the Chief Executive Officer, President or a 
Vice President and attested by the Secretary or an Assistant Secretary of each  
party hereto.                                                                   
                                GOLDEN ACQUISITION CORPORATION
     By:
                                           , President
              Attested by:
                                           , Secretary
                           OAKWOOD HOMES CORPORATION
     By:
                                           , President
              Attested by:
                                           , Secretary
                   GOLDEN WEST HOMES
     By:
                                           , President
              Attested by:
                                           , Secretary
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                                                                       EXHIBIT B
FORM OF STANDSTILL LETTER 
[To be signed by directors, officers and Significant
Shareholders of Oakwood, Golden West and Merger Sub]
Oakwood Homes Corporation                                                       
2225 South Holden Road                                                          
Greensboro, North Carolina 27417                                                
Ladies and Gentlemen:                                                           
Pursuant to the terms of the Acquisition Agreement dated as of        
        , 1994 (the "Agreement") among Golden West Homes, a California
corporation ("Golden West"), Oakwood Homes Corporation, a North Carolina        
corporation ("Oakwood"), Golden Acquisition Corporation, a California           
corporation that is a wholly-owned subsidiary of Oakwood ("Merger Sub"), certain
shareholders of Golden West and First Union National Bank of North Carolina, as 
Escrow Agent, Merger Sub will be merged with and into Golden West, which will   
become a wholly-owned subsidiary of Oakwood (the "Merger"). In connection with  
the reporting of the Merger as a "pooling of interests" for accounting purposes,
I represent, warrant and covenant to Oakwood that, beginning on August 19, 1994,
I will not sell, transfer or otherwise dispose of (i) any shares of common      
stock, $.50 par value per share, of Oakwood (the "Oakwood Securities"), (ii) any
shares of common stock, no par value per share, of Golden West or (iii) any     
shares of preferred stock, no par value per share, of Golden West, which are    
held by me on such date or acquired by me after such date, including without    
limitation any Oakwood Securities received in the Merger, until after such time 
as results covering at least 30 days of combined operations of Golden West and  
Oakwood have been published by Oakwood, in the form of a quarterly earnings     
report, an effective registration statement filed with the Commission, a report 
to the Commission on Form 10-K, 10-Q or 8-K, or any other public filing or      
announcement which includes such combined results of operations.                
                   Very truly yours,
       Name:
                                         (Print or Type)
Accepted this   day of                                                          
, 1994 by                                                   
OAKWOOD HOMES CORPORATION                                                       
By:                                                                             
Name:                                                                           
Title:                                                                          
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                                                                       EXHIBIT C
FORM OF AFFILIATE LETTER
Oakwood Homes Corporation                                                       
2225 South Holden Road                                                          
Greensboro, North Carolina 27417                                                
Ladies and Gentlemen:                                                           
   I have been advised that as of the date of this letter I may be deemed to
be an "affiliate" of Golden West Homes, a California corporation ("Golden       
West"), as the term "affiliate" is defined for purposes of paragraphs (c) and   
(d) of Rule 145 of the rules and regulations (the "Rules and Regulations") of   
the Securities and Exchange Commission (the "Commission") under the Securities  
Act of 1933, as amended (the "Act"). Pursuant to the terms of the Acquisition   
Agreement dated as of              , 1994 (the "Agreement"), among Golden West, 
Oakwood Homes Corporation, a North Carolina corporation ("Oakwood"), Golden     
Acquisition Corporation, a California corporation that is a wholly-owned        
subsidiary of Oakwood ("Merger Sub"), certain shareholders of Golden West and   
First Union National Bank of North Carolina, as Escrow Agent, Merger Sub will be
merged with and into Golden West, which will become a wholly-owned subsidiary of
Oakwood (the "Merger").                                                         
   As a result of the Merger, I may receive shares of common stock, $.50 par
value per share, of Oakwood ("Oakwood Common Stock") or options to purchase     
shares of Oakwood Common Stock (the "Oakwood Options") (the Oakwood Common      
Stock, the Oakwood Options and any Oakwood Common Stock issued upon conversion  
of the Oakwood Options are collectively referred to hereinafter as the "Oakwood 
Securities ") in exchange for shares owned by me of common stock, no par value  
per share, or preferred stock, no par value per share, of Golden West.          
  I represent, warrant and covenant to Oakwood that in the event I receive
any Oakwood Securities as a result of the Merger:                               
    A. I shall not make any sale, transfer or other disposition of the Oakwood
Securities in violation of the Act or the Rules and Regulations.                
  B. I have carefully read this letter and the Agreement and discussed the
requirements of such documents and other applicable limitations upon my ability 
to sell, transfer or otherwise dispose of the Oakwood Securities to the extent I
felt necessary with my counsel or counsel for Golden West.                      
   C. I have been advised that the issuance of Oakwood Common Stock (but not
the Oakwood Options) to me pursuant to the Merger has been registered with the  
Commission under the Act on a Registration Statement on Form S-4. However, I    
have also been advised that, since at the time the Merger was submitted for a   
vote of the stockholders of Golden West, I may be deemed to have been an        
affiliate of Golden West and the distribution by me of the Oakwood Securities   
has not been registered under the Act, I may not sell, transfer or otherwise    
dispose of the Oakwood Securities issued to me in the Merger unless (i) such    
sale, transfer or other disposition has been registered under the Act, (ii) such
sale, transfer or other disposition is made in conformity with Rule 145         
promulgated by the Commission under the Act, or (iii) in the opinion of counsel 
reasonably acceptable to Oakwood, or a "no-action" letter obtained by the       
undersigned from the staff of the Commission, such sale, transfer or other      
disposition is otherwise exempt from registration under the Act.                
   D. I understand that Oakwood is under no obligation to register the sale,
transfer or other disposition of the Oakwood Securities by me or on my behalf   
under the Act or to take any other action necessary in order to make compliance 
with an exemption from such registration available other than to timely file all
reports as required under the Securities Exchange Act of 1934, as amended, and  
the rules and regulations of the Commission thereunder.                         
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E. I also understand that stop transfer instructions will be given to 
Oakwood's transfer agent with respect to the Oakwood Common Stock and that there
will be placed on the certificates for the Oakwood Common Stock issued to me in 
the Merger or issued to me upon conversion of the Oakwood Options, or any       
substitutions therefor, a legend stating in substance:                          
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A          
TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 
1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE  
TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED        
           , 1994 BETWEEN THE REGISTERED HOLDER HEREOF AND
OAKWOOD HOMES CORPORATION, A COPY OF WHICH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICES OF OAKWOOD HOMES CORPORATION."                      
F. I also understand that unless the transfer by me of my Oakwood     
Securities has been registered under the Act or is a sale in conformity with the
provisions of Rule 145, Oakwood reserves the right to put the following legend  
on the certificates issued to my transferee:                                    
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED  
UNDER THE SECURITIES ACT OF 1933 AND WERE ACQUIRED FROM A PERSON WHO  
RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED   
UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES HAVE BEEN        
ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION
WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES   
ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED     
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN          
ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OF 1933."                                              
  It is understood and agreed that the legend(s) set forth in paragraphs E
and, if applicable, F above shall be removed by delivery of substitute          
certificates without such legend if such legend is not required for purposes of 
the Act or this Agreement. It is understood and agreed that such legend(s) and  
the stop orders referred to above will be removed if (i) two years shall have   
elapsed from the date the undersigned acquired the Oakwood Securities received  
in the Merger and the provisions of Rule 145(d)(2) are then available to the    
undersigned, (ii) three years shall have elapsed from the date the undersigned  
acquired the Oakwood Securities received in the Merger and the provisions of    
Rule 145(d)(3) are then applicable to the undersigned, or (iii) Oakwood has     
received either an opinion of counsel, which opinion and counsel shall be       
reasonably satisfactory to Oakwood, or a "no action" letter obtained by the     
undersigned from the staff of the Commission, to the effect that the            
restrictions imposed by Rule 145 under the Act no longer apply to the           
undersigned.                                                                    
   Execution of this letter should not be considered an admission on my part
that I am an "affiliate" of Golden West as described in the first paragraph of  
this letter, or as a waiver of any rights I may have to object to any claim that
I am such an affiliate on or after the date of this letter.                     
                   Very truly yours,
       Name:
                                         (Print or Type)
Accepted this   day of                                                          
, 1994 by                                             
OAKWOOD HOMES CORPORATION                                                       
By:                                                                             
Name:                                                                           
Title:                                                                          
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                                                                       EXHIBIT D
[Date]
Golden West Homes                                                               
1801 East Edinger Avenue                                                        
Suite 240                                                                       
Santa Ana, California 92705                                                     
Re: Acquisition Agreement dated as of              , 1994 (the "Acquisition     
Agreement") by and among Oakwood Homes Corporation ("Oakwood"), Golden  
  Acquisition Corporation ("Merger Sub"), Golden West Homes ("Golden West"),
  certain Shareholders of Golden West and First Union National Bank of North
Carolina, as Escrow Agent                                               
Ladies and Gentlemen:                                                           
    We have acted as counsel to Oakwood Homes Corporation and its wholly-owned
subsidiary, Golden Acquisition Corporation ("Merger Sub"), in connection with   
the merger (the "Merger") of Merger Sub with and into Golden West pursuant to   
the terms of the Acquisition Agreement. This opinion is given to you pursuant to
Section 7.2(d) of the Acquisition Agreement. All capitalized terms used and not 
otherwise defined herein shall have the meanings ascribed to such terms in the  
Acquisition Agreement.                                                          
  In rendering the opinions set forth below, we have examined originals or
copies of the Acquisition Agreement and the Agreement of Merger (such documents 
being referred to herein individually as a "Transaction Document" and           
collectively as the "Transaction Documents") and originals or copies, certified 
or otherwise identified to our satisfaction, of such other documents, corporate 
records and certificates of public officials and corporate officers, and have   
made such investigations of fact and law, as we have deemed relevant and        
necessary as a basis for such opinions.                                         
  In giving the opinions expressed herein and making our investigations in
connection herewith, we have assumed (a) the due authorization, execution and   
delivery by the parties thereto other than Oakwood and Merger Sub of the        
documents examined by us, (b) the genuineness of all signatures of individuals, 
(c) the due existence of all corporations other than Oakwood and Merger Sub and 
the personal legal capacity of all individual signatories, (d) the authenticity 
of all documents presented to us as originals, (e) the conformity to the        
originals of all documents presented to us as copies, and (f) the integrity and 
completeness of the corporate minute books of Oakwood and Merger Sub presented  
to us for our examination, and we have no reason to believe that the foregoing  
assumptions are unwarranted.                                                    
  We have also assumed that the Transaction Documents and the transactions
evidenced thereby, are valid, binding and enforceable against all parties       
thereto other than Oakwood and Merger Sub.                                      
  Based upon and subject to the foregoing, and subject to the comments and
qualifications set forth below, we are of the opinion that:                     
  1. Oakwood is a corporation duly organized, validly existing and in good
standing under the laws of the State of North Carolina. Merger Sub is a         
corporation duly organized, validly existing and in good standing under the laws
of the State of California.                                                     
2. Oakwood and Merger Sub each has all requisite corporate power and  
authority to conduct its business, own, lease and operate its properties and to 
enter into and perform its obligations under the Transaction Documents.         
     3. The execution, delivery and performance by Oakwood and Merger Sub of the
Transaction Documents have been duly authorized by all necessary action on the  
part of Oakwood and Merger Sub. The Transaction Documents have been duly        
executed and delivered by Oakwood and Merger Sub, and assuming the due execution
and delivery by the other parties thereto, each Transaction Document constitutes
the legal, valid and binding obligation of Oakwood and Merger Sub, enforceable  
against them in accordance with their respective terms.                         
    4. The execution and delivery by Oakwood and Merger Sub of the Transaction
Documents do not, and the consummation of the transactions contemplated         
thereunder and compliance by Oakwood and Merger Sub with the terms, conditions  
and provisions of the Transaction Documents will not, contravene or result in   
any breach or default under (i) any provision of the articles of incorporation  
or bylaws of either Oakwood or Merger Sub, (ii) to our best knowledge, any law, 
statute, rule or regulation of any administrative agency or governmental body,  
or any judgment, order, writ, stipulation, injunction, award or decree of any   
federal or North Carolina court, arbiter, administrative agency or governmental 
body or (iii) any of the terms,                                                 
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conditions or provisions of any material contract, undertaking, indenture or    
other agreement or instrument binding on Oakwood or Merger Sub and known to us. 
 5. Except for the filing of the Agreement of Merger with the California
Secretary of State and certain other filings not yet due as of the date hereof, 
no authorization, approval or consent of, or declaration or filing with, or     
taking of any action in respect of or by, any federal or North Carolina         
governmental authority or regulatory body, is necessary or required in          
connection with the execution and delivery by Oakwood and Merger Sub of the     
Transaction Documents or the performance by Oakwood or Merger Sub of their      
respective obligations thereunder.                                              
     6. Upon the filing of the Agreement of Merger with the California Secretary
of State, together with appropriate officers' certificates and tax clearance    
certificates as required by the California General Corporation Law (the "CGCL"),
the Merger shall be effective in accordance with the CGCL.                      
   7. The authorized capital stock of Oakwood consists of 100,000,000 shares
of Common Stock, $.50 par value per share ("Oakwood Common Stock"), and 500,000 
shares of Preferred Stock, $100 par value per share. The authorized capital     
stock of Merger Sub consists of 1,000 shares of Common Stock, all of which are  
issued and outstanding and owned by Oakwood.                                    
8. The shares of Oakwood Common Stock to be issued in the Merger, when
issued upon the terms and for the consideration set forth in the Acquisition    
Agreement and the Agreement of Merger, will have been duly authorized and will  
be validly issued, fully paid and nonassessable, and will not have been issued  
in violation of any preemptive rights.                                          
    9. The shares of Oakwood Common stock to be issued in the Merger have been
approved for listing on the New York Stock Exchange.                            
  10. We have been informed by the Securities and Exchange Commission that
the Registration Statement on Form S-4 has become effective under the Securities
Act of 1933, as amended (the "Act"), and no stop order suspending the           
effectiveness of the Registration Statement has been issued under the Act and no
proceedings therefor have been instituted or threatened by the Commission.      
Our opinions set forth above are subject to the following additional  
qualifications:                                                                 
  (i) Enforcement of the Transaction Documents may be limited by
   bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
    or similar state or federal debtor relief laws in effect from time to time
and which affect the enforcement of creditors' rights in general.     
       (ii) Any part of the opinion set forth above relating to compliance
    with or a lack of violation of the provisions of any laws, statutes, rules
    or regulations, or relating to the obtaining of all necessary governmental
     or regulatory approvals, is based solely upon a review of those authorities
  which, in our experience, are normally applicable to transactions of the
type contemplated by the Transaction Documents.                       
 (iii) Opinions or statements herein given "to the best of our
   knowledge" or qualified as "known to us" and the factual matters on which
    we have relied in giving other opinions herein (except for our opinions as
to corporate matters that we have given in reliance upon our own      
investigation of the minute books of Oakwood and Merger Sub and       
  certificates of public officials and officers of Oakwood and Merger Sub)
  are based upon (a) information coming to the attention of the lawyers in
our firm who have given substantive attention to the transactions     
   contemplated by the Transaction Documents and (b) the representations and
  warranties of Oakwood and Merger Sub contained in the Agreement. We have
made no review of the public record.                                  
        (iv) We are licensed to practice law in the State of North Carolina.
    Our opinions expressed above are limited to the laws of the State of North
Carolina and the federal laws of the United States, and we express no 
opinion with respect to the laws of any other jurisdiction, including 
   principles of conflict of laws. As to matters governed by California law,
     we have relied upon the opinion of Stradling, Yocca, Carlson & Rauth, P.C.,
California counsel, for purposes of this opinion letter.              
    The opinions expressed herein may be relied upon by Golden West Homes, its
Board of Directors and its counsel, and may not be relied upon by any other     
party without the prior written consent of the undersigned.                     
                   Very truly yours,
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                                                                       EXHIBIT E
FORM OF PRICE WATERHOUSE COMFORT LETTER 
[effective date of registration statement]                                      
Board of Directors                                                              
Oakwood Homes Corporation                                                       
and                                                                         
Board of Directors                                                              
Golden West Homes                                                               
Ladies and Gentlemen:                                                           
We have audited the consolidated financial statements of Oakwood Homes
Corporation (the "Company") and subsidiaries as of September 30, 1993 and 1992  
and for each of the three years in the period ended September 30, 1993          
incorporated by reference in the Company's Annual Report on Form 10-K for the   
year ended September 30, 1993 (the "Form 10-K"); our report with respect thereto
is also incorporated by reference in the Form 10-K. We have also audited the    
Financial Statement Schedules listed in Item 14(a) of the form 10-K; our report 
with respect thereto is included in the Form 10-K. The Form 10-K is incorporated
by reference in the registration statement on Form S-4 filed by the Company     
under the Securities Act of 1933 (the "Act"). Such registration statement [, as 
amended as of [effective date of registration statement],] is herein referred to
as the "Registration Statement."                                                
   This letter is being furnished in reliance upon your representation to us
that:                                                                           
   a. You are knowledgeable with respect to the due diligence review process
that an underwriter would perform in connection with a placement of securities  
registered pursuant to the Act.                                                 
     b In connection with the Registration Statement relating to the exchange of
securities of the Company for securities of Golden West Homes, the review       
process you have applied to the information relating to the Company is          
substantially consistent with the due diligence review process that an          
underwriter would have performed pursuant to the Act.                           
In connection with the Registration Statement:                        
  1. We are independent accountants with respect to the Company within the
meaning of the Act and the applicable published rules and regulations           
thereunder.                                                                     
    2. In our opinion, the financial statements audited by us and incorporated
by reference in the Registration Statement comply as to form in all material    
respects with the applicable accounting requirements of the Act and the         
Securities Exchange Act of 1934 and the published rules and regulations         
thereunder with respect to registration statements on Form S-4.                 
  3. We have not audited any financial statements of the Company as of any
date or for any period subsequent to September 30, 1993; although we have       
conducted an audit for the year ended September 30, 1993, the purpose (and      
therefore the scope) of such audit was to enable us to express our opinion on   
the consolidated financial statements as of September 30, 1993 and for the year 
then ended, but not on the financial statements for any interim period within   
such year. Therefore, we are unable to and do not express any opinion on the    
unaudited consolidated balance sheets and the unaudited consolidated statements 
of income, of cash flows and of changes in stockholders' equity included in the 
Company's quarterly reports on Form 10-Q for the quarters ended December 31,    
1993, March 31, 1994 and June 30, 1994, incorporated by reference in the        
Registration Statement, or on the financial position, results of operations or  
cash flows as of any date or for any period subsequent to September 30, 1993.   
4. For purposes of this letter, we have read the minutes of the 1994  
meetings of the stockholders and the Board of Directors of the Company and its  
subsidiaries, and of the Compensation and Audit Committees of the Board of      
Directors of the Company, as set forth in the minute books at [five days prior  
to effective date of the registration statement], officials of the Company      
having advised us that the minutes of all such meetings through that date were  
set forth therein (except for the minutes of the [insert applicable date(s)]    
Board of Directors meeting which were not approved in final form, for which     
drafts were provided to us; officials of the Company have represented that such 
drafts include all substantive actions taken at such                            
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meeting), and have carried out other procedures to [five days prior to effective
date of the registration statement] (our work did not extend to the period from 
[four days prior to effective date of the registration statement] to [effective 
date of registration statement]) as follows:                                    
          a. With respect to the three month periods ended December 31, 1993 and
1992, the six month periods ended March 31, 1994 and 1993 and the nine
month periods ended June 30, 1994 and 1993, we have:                  
             (1) performed the procedures specified by the American Institute of
Certified Public Accountants for a review of interim financial  
      information as described in SAS No. 71, Interim Financial Information,
on the unaudited consolidated balance sheets and the unaudited  
  consolidated statements of income, of cash flows and of changes in
        stockholders' equity included in the Company's quarterly reports on Form
      10-Q for the quarters ended December 31, 1993, March 31, 1994 and June
      30, 1994, incorporated by reference in the Registration Statement; and
   (2) inquired of certain officials of the Company who have
responsibility for financial and accounting matters whether the 
        unaudited consolidated financial statements referred to under a(1) above
comply as to form in all material respects with the applicable  
    accounting requirements of the Securities Exchange Act of 1934 as it
        applies to Form 10-Q and the published rules and regulations thereunder.
        b. With respect to the period from July 1, 1994 to July 31, 1994, we
have:                                                                 
           (1) read the unaudited consolidated financial data of the Company
   and subsidiaries for July of both 1994 and 1993 furnished us by the
Company, officials of the Company having advised us that no such
      financial data as of any date or for any period subsequent to July 31,
1994 were available; and                                        
   (2) inquired of certain officials of the Company who have
     responsibility for financial and accounting matters as to whether the
     unaudited financial data referred to under b(1) above are stated on a
 basis substantially consistent with that of the audited financial
statements included in the Registration Statement.              
The foregoing procedures do not constitute an audit made in accordance with     
generally accepted auditing standards. Also, they would not necessarily reveal  
matters of significance with respect to the comments in the following paragraph.
Accordingly, we make no representations as to the sufficiency of the foregoing  
procedures for your purposes.                                                   
   5. Nothing came to our attention as a result of the foregoing procedures,
however, that caused us to believe that:                                        
       a. (i) the unaudited consolidated financial statements described in
  4a(1) above, incorporated by reference in the Registration Statement, do
not comply as to form in all material respects with the applicable    
accounting requirements of the Securities Exchange Act of 1934 as it  
    applies to Form 10-Q and the published rules and regulations thereunder or
(ii) any material modifications should be made to the unaudited       
consolidated financial statements described in 4a(1) for them to be in
conformity with generally accepted accounting principles; or          
      b. (i) at July 31, 1994 there was any change in the capital stock,
   increase in long-term debt or any decrease in stockholders' equity of the
     Company and subsidiaries consolidated as compared with amounts shown in the
June 30, 1994 consolidated balance sheet included in the Registration 
    Statement or (ii) for the period from July 1, 1994 to July 31, 1994, there
were any decreases, as compared with the corresponding period in the  
preceding year, in consolidated net sales or in the total or per share
  amounts of income before extraordinary items or of net income, except in
  all instances for changes, increases or decreases which the Registration
Statement discloses have occurred or may occur.                       
6. As mentioned under 4b, Company officials have advised us that no   
consolidated financial data as of any date or for any period subsequent to July 
31, 1994 are available; accordingly, the procedures carried out by us with      
respect to changes in financial statement items after July 31, 1994 have, of    
necessity, been even more limited than those with respect to the periods        
referred to in 4. We have made inquiries of certain officials of the Company who
have responsibility for financial and accounting matters as to whether there was
any change at [five days prior to effective date of the registration statement] 
in the capital stock, increase in long-term debt or any decrease in             
stockholders' equity of the Company and subsidiaries consolidated as compared   
with amounts shown on the June 30, 1994 consolidated balance sheet incorporated 
by reference in the Registration Statement. On the basis of these inquiries and 
our reading of the minutes as described in 4, nothing came to our attention that
caused us to believe that there was any such change, increase or decrease,      
except in all instances for changes, increases or decreases which the           
Registration Statement discloses have occurred or may occur.                    
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This letter is solely for the information of, and assistance to, the  
addressees in conducting and documenting their investigation of the affairs of  
the Company in connection with the offering of the securities covered by the    
Registration Statement, and is not to be used, circulated, quoted, or otherwise 
referred to for any other purpose, including but not limited to the             
registration, purchase, or sale of securities, nor is it to be filed with or    
referred to in whole or in part in the Registration Statement or any other      
document, except that reference may be made to it in any list of closing        
documents pertaining to the offering of the securities covered by the           
Registration Statement.                                                         
Yours very truly,                                                               
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                                                                       EXHIBIT F
FORM OF PRICE WATERHOUSE COMFORT LETTER UPDATE
[date of Golden West shareholders' meeting]                                     
Board of Directors                                                              
Oakwood Homes Corporation                                                       
and                                                                   
Board of Directors                                                              
Golden West Homes                                                               
Ladies and Gentlemen:                                                           
We refer to our letter of [effective date of registration statement]  
relating to the Registration Statement (No. -  ) of Oakwood Homes Corporation.  
We reaffirm as of the date hereof (and as though made on the date hereof) all   
statements made in that letter, except that for purposes of this letter:        
   1. [The Registration Statement to which this letter relates is as amended
as of [  ].] [Insert date if registration statement has been amended; otherwise 
delete paragraph].                                                              
    2. The reading of minutes described in paragraph 4 of that letter has been
carried out through [five days prior to date of Golden West shareholders'       
meeting].                                                                       
    3. The procedures and inquiries covered in paragraph 4 of that letter were
carried out to [five days prior to date of Golden West shareholders' meeting]   
(our work did not extend to the period from [four days prior to date of Golden  
West shareholders' meeting] to [date of Golden West shareholders' meeting],     
inclusive).                                                                     
4. The period covered in paragraph 4b of that letter is changed to the
period from July 1, 1994 to August 31, 1994; officials of the Company having    
advised us that no such financial statements as of any date or for any period   
subsequent to August 31, 1994 were available.                                   
5. The references to July 31, 1994 in paragraph 5b of that letter are 
changed to August 31, 1994.                                                     
   6. The references to July 31, 1994 and [five days prior to effective date
of the registration statement] in paragraph 6 of that letter are changed to     
August 31, 1994, and [five days prior to date of Golden West shareholders'      
meeting], respectively.                                                         
This letter is solely for the information of, and assistance to, the  
addressees in conducting and documenting their investigation of the affairs of  
the Company in connection with the offering of the securities covered by the    
Registration Statement, and is not to be used, circulated, quoted, or otherwise 
referred to for any other purpose, including but not limited to the             
registration, purchase, or sale of securities, nor is it to be filed with or    
referred to in whole or in part in the Registration Statement or any other      
document, except that reference may be made to it in any list of closing        
documents pertaining to the offering of the securities covered by the           
Registration Statement.                                                         
Yours very truly,                                                               
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                                                                       EXHIBIT G
FORM OF ARTHUR ANDERSEN & CO. COMFORT LETTER
[effective date of registration statement]                                      
Board of Directors                                                              
Golden West Homes                                                               
and                                                                   
Board of Directors                                                              
Oakwood Homes Corporation                                                       
Ladies and Gentlemen:                                                           
    We have audited the consolidated financial statements of Golden West Homes
(the "Company") and subsidiary as of December 25, 1993 and December 26, 1992 and
for each of the three years in the period ended December 25, 1993 included in   
the registration statement on Form S-4 filed by Oakwood Homes Corporation under 
the Securities Act of 1933 (the "Act"). Such registration statement [, as       
amended as of [effective date of registration statement],] is herein referred to
as the "Registration Statement."                                                
   This letter is being furnished in reliance upon your representation to us
that:                                                                           
   a. You are knowledgeable with respect to the due diligence review process
that an underwriter would perform in connection with a placement of securities  
registered pursuant to the Act.                                                 
   b. In connection with the Registration Statement relating to the exchange
of securities of Oakwood Homes Corporation for securities of the Company, the   
review process you have applied to the information relating to Golden West is   
substantially consistent with the due diligence review process that an          
underwriter would have performed pursuant to the Act.                           
In connection with the Registration Statement:                        
  1. We are independent accountants with respect to the Company within the
meaning of the Act and the applicable published rules and regulations           
thereunder.                                                                     
   2. In our opinion, the financial statements audited by us and included in
the Registration Statement comply as to form in all material respects with the  
applicable accounting requirements of the Act and the published rules and       
regulations thereunder with respect to registration statements on Form S-4.     
  3. We have not audited any financial statements of the Company as of any
date or for any period subsequent to December 25, 1993; although we have        
conducted an audit for the year ended December 25, 1993, the purpose (and       
therefore the scope) of such audit was to enable us to express our opinion on   
the consolidated financial statements as of December 25, 1993 and for the year  
then ended, but not on the financial statements for any interim period within   
such year. Therefore, we are unable to and do not express any opinion on the    
unaudited consolidated balance sheet as of June 25, 1994; the unaudited         
consolidated statements of income, of cash flows and of changes in stockholders'
equity for the six month periods ended June 25, 1994 and June 26, 1993 included 
in the Registration Statement, or on the financial position, results of         
operations or cash flows as of any date or for any period subsequent to December
25, 1993.                                                                       
4. For purposes of this letter, we have read the minutes of the 1994  
meetings of the stockholders and the Board of Directors of the Company and its  
subsidiaries, and of the Compensation and Audit Committees of the Board of      
Directors of the Company, as set forth in the minute books at [five days prior  
to effective date of the registration statement], officials of the Company      
having advised us that the minutes of all such meetings through that date were  
set forth therein (except for the minutes of the [insert applicable date(s)]    
Board of Directors meeting which were not approved in final form, for which     
drafts were provided to us; officials of the Company have represented that such 
drafts include all substantive actions taken at such meeting), and have carried 
out other procedures to [five days prior to effective date of the registration  
statement] (our work did not extend to the period from [four days prior to      
effective date of the registration statement] to [effective date of registration
statement]) as follows:                                                         
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         a. With respect to the six month periods ended June 25, 1994 and June
26, 1993, we have:                                                    
             (1) performed the procedures specified by the American Institute of
Certified Public Accountants for a review of interim financial  
      information as described in SAS No. 71, Interim Financial Information,
    on the unaudited consolidated balance sheet as of June 25, 1994, the
 unaudited consolidated statements of income, of cash flows and of
        changes in stockholders' equity for the six month periods ended June 25,
  1994 and June 26, 1993 included in the Registration Statement; and
   (2) inquired of certain officials of the Company who have
responsibility for financial and accounting matters whether the 
        unaudited consolidated financial statements referred to under a(1) above
comply as to form in all material respects with the applicable  
accounting requirements of the Act and the published rules and  
regulations thereunder.                                         
         b. With respect to the period from June 26, 1994 to July 30, 1994, we
have:                                                                 
           (1) read the unaudited consolidated financial data of the Company
   and subsidiaries for July of both 1994 and 1993 furnished us by the
Company, officials of the Company having advised us that no such
      financial data as of any date or for any period subsequent to July 30,
1994 were available; and                                        
   (2) inquired of certain officials of the Company who have
     responsibility for financial and accounting matters as to whether the
     unaudited financial data referred to under b(1) above are stated on a
 basis substantially consistent with that of the audited financial
statements included in the Registration Statement.              
     The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal  
matters of significance with respect to the comments in the following paragraph.
Accordingly, we make no representations as to the sufficiency of the foregoing  
procedures for your purposes.                                                   
   5. Nothing came to our attention as a result of the foregoing procedures,
however, that caused us to believe that:                                        
       a. (i) the unaudited consolidated financial statements described in
  4a(1) above, included in the Registration Statement, do not comply as to
   form in all material respects with the applicable accounting requirements
   of the Act and the published rules and regulations thereunder or (ii) any
material modifications should be made to the unaudited consolidated   
   financial statements described in 4a(1) for them to be in conformity with
generally accepted accounting principles; or                          
      b. (i) at July 30, 1994 there was any change in the capital stock,
 increase in long-term debt or any decreases in consolidated net current
assets (working capital) or stockholders' equity of the Company and   
     subsidiary consolidated as compared with amounts shown in the June 25, 1994
   consolidated balance sheet included in the Registration Statement or (ii)
for the period from June 26, 1994 to July 30, 1994, there were any    
     decreases, as compared with the corresponding period in the preceding year,
  in consolidated net sales or in the total or per share amounts of income
  before extraordinary items or of net income, except in all instances for
changes or decreases which the Registration Statement discloses have  
occurred or may occur.                                                
6. As mentioned under 4b, Company officials have advised us that no   
consolidated financial data as of any date or for any period subsequent to July 
30, 1994 are available; accordingly, the procedures carried out by us with      
respect to changes in financial statement items after July 30, 1994 have, of    
necessity, been even more limited than those with respect to the periods        
referred to in 4. We have made inquiries of certain officials of the Company who
have responsibility for financial and accounting matters as to whether there was
any change at [five days prior to effective date of registration statement] in  
the capital stock, increase in long-term debt or any decreases in consolidated  
net current assets (working capital) or stockholders' equity of the Company and 
subsidiary consolidated as compared with amounts shown on the June 25, 1994     
consolidated balance sheet included in the Registration Statement. On the basis 
of these inquiries and our reading of the minutes as described in 4, nothing    
came to our attention that caused us to believe that there was any such change, 
increase or decrease, except in all instances for changes, increases or         
decreases which the Registration Statement discloses have occurred or may occur.
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This letter is solely for the information of, and assistance to, the  
addressees in conducting and documenting their investigation of the affairs of  
the Company in connection with the offering of the securities covered by the    
Registration Statement, and is not to be used, circulated, quoted, or otherwise 
referred to for any other purpose, including but not limited to the             
registration, purchase, or sale of securities, nor is it to be filed with or    
referred to in whole or in part in the Registration Statement or any other      
document, except that reference may be made to it in any list of closing        
documents pertaining to the offering of the securities covered by the           
Registration Statement.                                                         
Yours very truly,                                                               
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                                                                       EXHIBIT H
FORM OF ARTHUR ANDERSEN COMFORT LETTER UPDATE 
[date of Golden West shareholders' meeting]                                     
Board of Directors                                                              
Golden West Homes                                                               
and                                                                   
Board of Directors                                                              
Oakwood Homes Corporation                                                       
Ladies and Gentlemen:                                                           
We refer to our letter of [effective date of registration statement]  
relating to the Registration Statement (No. -  ) of Oakwood Homes Corporation.  
We reaffirm as of the date hereof (and as though made on the date hereof) all   
statements made in that letter, except that for purposes of this letter:        
   1. [The Registration Statement to which this letter relates is as amended
as of [ ].] [Insert date if registration statement has been amended; otherwise  
delete paragraph].                                                              
    2. The reading of minutes described in paragraph 4 of that letter has been
carried out through [five days prior to date of Golden West shareholders'       
meeting].                                                                       
    3. The procedures and inquiries covered in paragraph 4 of that letter were
carried out to [five days prior to date of Golden West shareholders' meeting]   
(our work did not extend to the period from [four days prior to date of Golden  
West shareholders' meeting] to [date of Golden West shareholders' meeting],     
inclusive).                                                                     
4. The period covered in paragraph 4b of that letter is changed to the
period from June 26, 1994 to August 27, 1994; officials of the Company having   
advised us that no such financial statements as of any date or for any period   
subsequent to August 27, 1994 were available.                                   
5. The references to July 30, 1994 in paragraph 5b of that letter are 
changed to August 27, 1994.                                                     
   6. The references to July 30, 1994 and [five days prior to effective date
of the registration statement] in paragraph 6 of that letter are changed to     
August 27, 1994, and [five days prior to date of Golden West shareholders'      
meeting], respectively.                                                         
This letter is solely for the information of, and assistance to, the  
addressees in conducting and documenting their investigation of the affairs of  
the Company in connection with the offering of the securities covered by the    
Registration Statement, and is not to be used, circulated, quoted, or otherwise 
referred to for any other purpose, including but not limited to the             
registration, purchase, or sale of securities, nor is it to be filed with or    
referred to in whole or in part in the Registration Statement or any other      
document, except that reference may be made to it in any list of closing        
documents pertaining to the offering of the securities covered by the           
Registration Statement.                                                         
Yours very truly,                                                               
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                                                                       EXHIBIT I
FORM OF OPINION OF GOLDEN WEST'S COUNSEL
  1. The Company has been duly incorporated and is validly existing and in
good standing under the laws of the State of California, with corporate power   
and authority to conduct its business, own, lease and operate its properties and
enter into the Acquisition Agreement and Agreement of Merger (the "Agreements") 
and perform its obligations thereunder. Golden Circle Financial Services, a     
subsidiary of the Company ("GCFS"), has been duly incorporated and is validly   
existing and in good standing under the laws of the State of California, with   
corporate power and authority to conduct its business and own, lease and operate
its properties.                                                                 
     2. The execution, delivery and performance of the Agreements have been duly
authorized by all necessary corporate action of the Company, and the Agreements 
have been duly executed and delivered by the Company. The Merger has been duly  
and validly approved by the shareholders of the Company in accordance with the  
General Corporation Law of the State of California (the "CGCL").                
3. The Agreement of Merger constitutes a legally valid and binding    
obligation of the Company, enforceable against the Company in accordance with   
its terms. The opinions expressed in this paragraph 3 are subject to the        
following limitations, qualifications and exceptions:                           
         a. such opinions are subject to the effect of bankruptcy, insolvency,
   reorganization, moratorium or other similar laws relating to or affecting
the rights of creditors;                                              
         b. enforceability of the Agreement of Merger is subject to the effect
   of general principles of equity, including without limitation concepts of
   materiality, reasonableness, good faith and fair dealing and the possible
   unavailability of specific performance or injunctive relief regardless of
whether considered in a proceeding in equity or at law;               
         c. certain rights, remedies and waivers contained in the Agreement of
     Merger may be limited or rendered ineffective by applicable California laws
or judicial decisions governing such provisions; and                  
     d. the unenforceability under certain circumstances of provisions
  indemnifying a party against liability for its own wrongful or negligent
acts or where such indemnification is contrary to public policy or    
prohibited by law.                                                    
4. The execution and delivery of the Agreements by the Company and the
consummation of the merger by the Company pursuant to the Agreements do not (i) 
to the best of our knowledge, violate any (a) federal or California statute,    
rule or regulation applicable to the Company or (b) judgment, order, writ,      
stipulation, injunction, award or decree of any federal or California court,    
administrative agency or governmental body to which the Company or GCFS is      
subject, (ii) violate the provisions of the Governing Documents, (iii) result in
the breach of or a default under any of the material agreements set forth in    
Schedule 4.12(f) to the Acquisition Agreement or (iv) to the best of our        
knowledge, except for the filing of the Agreement of Merger, require any        
consents, approvals, authorizations, registrations, declarations or filings by  
the Company under any federal or California statute applicable to the Company.  
No opinion is expressed in clauses (i) and (iv) of this paragraph 4 as to the   
application of Section 548 of the federal Bankruptcy Code and comparable        
provisions of state law or of any antifraud laws or antitrust or trade          
regulation laws and no opinion is expressed in clause (iv) of this paragraph 4  
as to the application of federal and state securities laws.                     
5. The authorized capital stock of the Company consists of 20,000,000 
shares of common stock, no par value (the "Common Stock"), of which 1,287,000   
shares are issued and outstanding, and 1,105,000 shares of preferred stock, no  
par value (the "Preferred Stock"), of which 1,105,000 shares are issued and     
outstanding. All of the shares of issued and outstanding Common Stock and       
Preferred Stock have been duly authorized and validly issued and are fully paid 
and non-assessable and free of preemptive rights under California law and the   
Governing Documents. To our knowledge based solely on a review of the minute    
books of the Company, options to purchase 377,000 shares of Common Stock were   
outstanding under the Company's 1994 Stock Option Plan, which options were not  
granted in violation of any preemptive rights under California law or the       
Governing Documents. The authorized capital stock of GCFS consists of 1,000     
shares of common stock, no par value ("GCFS Common Stock"), of which 100 shares 
are issued and outstanding and held of record by the Company. All of the shares 
of issued and outstanding GCFS Common Stock have been duly authorized and       
validly issued and are fully paid and non-assessable and, free of preemptive    
rights under California law and the Governing Documents.                        
     6. Upon the filing of the Agreement of Merger with the California Secretary
of State, together with appropriate officers' certificates and tax clearance    
certificates as required by the CGCL, the Merger shall be effective in          
accordance with the CGCL.                                                       
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                                                                       EXHIBIT J
TO BE COMPLETED BY EACH GOLDEN WEST SHAREHOLDER WHO                             
RECEIVES OAKWOOD COMMON STOCK IN THE MERGER.                                    
ACKNOWLEDGMENT AND TRANSMITTAL LETTER 
Oakwood Homes Corporation                                                       
2225 South Holden Road                                                          
Greensboro, North Carolina 27417                                                
Ladies and Gentlemen:                                                           
     The undersigned holder of Golden West Homes Common Stock or Preferred Stock
hereby acknowledges that he or she has received and reviewed (i) the            
Prospectus/Proxy Statement dated                , 1994 (hereinafter referred to 
as the "Prospectus/Proxy Statement") and (ii) the Acquisition Agreement dated   
August   , 1994 by and among Oakwood Homes Corporation, Golden Acquisition      
Corporation, Golden West Homes, certain shareholders of Golden West and First   
Union National Bank, as Escrow Agent (hereinafter referred to as the            
"Acquisition Agreement") attached as Annex I to the Prospectus/Proxy Statement. 
Pursuant to the terms of the Acquisition Agreement, Golden Acquisition          
Corporation, which is a wholly-owned subsidiary of Oakwood, will merge with and 
into Golden West (the "Merger"), and after the Merger, Golden West will be a    
wholly-owned subsidiary of Oakwood. Capitalized terms used but not otherwise    
defined herein shall have the same meanings as are ascribed to them in the      
Acquisition Agreement.                                                          
     1. BINDING ACQUISITION AGREEMENT. The undersigned agrees to be bound by the
terms of the Acquisition Agreement, including without limitation the escrow and 
indemnification provisions contained therein, and acknowledges that by signing  
this Acknowledgment and Transmittal Letter, he or she is so bound as a party to 
the Acquisition Agreement.                                                      
     2. WAIVER AND AMENDMENT. Any waiver by Oakwood of a breach of or compliance
with any of the provisions or terms of the Acquisition Agreement and any        
amendment to the Acquisition Agreement prior to                shall not        
release, waive or otherwise affect the obligations of the undersigned           
shareholder except to the extent expressly provided in such waiver or amendment.
Oakwood may also waive receipt of an executed Acknowledgment and Transmittal    
Letter from the recipient of this Acknowledgment and Transmittal Letter (the    
"Recipient"); however, if the Recipient receives shares of Oakwood Common Stock 
in the Merger, the Recipient will nonetheless be bound by the provisions of the 
Acquisition Agreement, including without limitation the provisions relating to  
escrow and indemnification, and any such waiver shall not affect the obligations
and liabilities of the Recipient with respect to its shares of Oakwood Common   
Stock to be held in escrow pursuant to the Acquisition Agreement. Oakwood may   
waive receipt of an executed Acknowledgment and Transmittal Letter from a       
shareholder of Golden West other than the undersigned; however, no such waiver  
shall affect the obligations and liabilities of the undersigned hereunder and   
under the Acquisition Agreement.                                                
3. TRANSMITTAL.                                                       
(a) Prior to the Effective Time. Prior to the Effective Time, this    
Acknowledgment and Transmittal Letter should be completed, signed and mailed or 
delivered with the certificates (and stock powers executed in blank as described
below) of the undersigned that previously represented shares of the no par value
Common Stock of Golden West or shares of the no par value Preferred Stock of    
Golden West (shares of the Common Stock and the Preferred Stock are hereinafter 
referred to collectively as the "Golden West Stock") to Oakwood:                

                                                                [Download Table]

               BY MAIL:                            BY HAND:         
                                                                    
Oakwood Homes Corporation                 Oakwood Homes Corporation 
Post Office Box 7386                      2225 South Holden Road    
Greensboro, North Carolina 27417-0386     Greensboro, North Carolina
Attention: Douglas R. Muir                                          

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     (b) After the Effective Time. After the Effective Time, this Acknowledgment
and Transmittal Letter should be completed, signed and mailed or delivered with 
the undersigned's certificates (and stock powers executed in blank as described 
below) that previously represented shares of Golden West Stock to Wachovia Bank 
of North Carolina, N.A., as Transfer Agent:                                     

BY MAIL:                                          

Wachovia Bank of North Carolina, N.A.                                           
Corporate Trust Department                                                      
Post Office Box 3001                                                            
Winston-Salem, NC 27102                                                         

Oakwood or Wachovia Bank, as the case may be, shall hereinafter be referred to  
as the Issuing Agent.                                                           
(c) Delivery of Certificates and Stock Powers. The undersigned hereby 
delivers to the Issuing Agent (i) the below-described certificates, which are   
enclosed herewith, in exchange for (A) .231099373 shares of Oakwood Common Stock
for each such surrendered share of Golden West Stock and (B) cash in lieu of    
fractional shares determined by multiplying the fractional interest to which the
undersigned would otherwise be entitled by the closing price of the Oakwood     
Common Stock on the New York Stock Exchange two business days before the        
Effective Time (or, if such stock is not traded on the New York Stock Exchange  
on such date, the closing price thereon on the immediately preceding day on     
which the stock traded), as provided in the Acquisition Agreement, and (ii) the 
stock powers which were attached to this Acknowledgement and Transmittal Letter 
and which have been executed in blank by the registered owner of the            
certificates exactly as the name appears on the stock certificates. Such stock  
powers are to be held in escrow by the Escrow Agent together with the           
undersigned's escrowed shares of Oakwood Common Stock.                          
  The undersigned hereby warrants that the undersigned is the legal owner,
free and clear of all claims and encumbrances, of the shares of Golden West     
Stock described below and that the undersigned has full authority to deliver to 
you the certificate(s) identified below. The undersigned will, upon request,    
execute any additional documents necessary or desirable to complete the delivery
of such certificate(s).                                                         
Please issue (x) the shares of Oakwood Common Stock the undersigned is
entitled to receive and (y) a check in payment for fractional shares in the name
of the registered owner and please mail such shares and check to the registered 
owner at the address specified below.                                           

                                                        [Enlarge/Download Table]

                                DESCRIPTION OF CERTIFICATE(S) DELIVERED                                       
                                      (SEE INSTRUCTIONS 3 AND 4)                                              
                                       GOLDEN WEST COMMON STOCK                                               
                                                                                                              

                                                                                         Number of Shares     
     Name of Registered Owner                                                      of Common Stock Represented
(as they appear on certificate(s))                        Certificate Number           by Such Certificate    
                                                                                                              
                                                     Total Shares of Common Stock                             
                                                        [Enlarge/Download Table]

                                DESCRIPTION OF CERTIFICATE(S) DELIVERED                                           
                                      (SEE INSTRUCTIONS 3 AND 4)                                                  
                                      GOLDEN WEST PREFERRED STOCK                                                 
                                                                                                                  


                                                                                           Number of Shares       
     Name of Registered Owner                                                       of Preferred Stock Represented
(as they appear on certificate(s))                        Certificate Number             by Such Certificate      
                                                                                                                  
                                                   Total Shares of Preferred Stock                                

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(SIGNATURE(S) OF OWNER(S)) (SEE INSTRUCTION 3)
(Must be signed by registered owner(s) exactly as name(s) appear(s) on stock  
certificate(s) or by person(s) authorized to become registered owner(s) by    
certificates and documents transmitted herewith. If signature is by attorney, 
executor, administrator, trustee or guardian or others acting in a fiduciary  
capacity, please set forth full title and see Instruction 3.)                 
Name(s)                                                                       

      (PLEASE PRINT)
Address                                                                       

      (INCLUDE ZIP CODE)

   (AREA CODE AND TELEPHONE NO.)        (TAX IDENTIFICATION OR SOCIAL SECURITY
NO.)                                                                          
Signature(s) Guaranteed By                                                    
                 (SEE INSTRUCTION 2)
Dated                               
(See Instruction 8) 

                                                        [Enlarge/Download Table]
                                                                                                            
PAYER'S NAME:                      OAKWOOD HOMES CORPORATION                                                
                             PART 1 -- PLEASE PROVIDE YOUR TIN (SOCIAL SECURITY                             
                                                                                            Social Security 
                             NUMBER OR EMPLOYER IDENTIFICATION NUMBER) IN THE                     Number    
SUBSTITUTE                   BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING                                 
                             BELOW                                                          OR              
FORMW-9                                                                                        Employer     
Department of the Treasury                                                                    Identification
Internal Revenue Service                                                                          Number    
                            PART 2 -- Check the box if you are NOT subject to backup withholding under the  
                             provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because (1)   
                             you have not been notified that you are subject to backup withholding as a     
                             result of failure to report all interest or dividends or (2) the Internal      
                             Revenue Service has notified you that you are no longer subject to backup      
PAYER'S REQUEST FOR          withholding                                                                    
TAXPAYER                                                                                                    
IDENTIFICATION                                                                                              
                             CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION
NUMBER (TIN)                 PROVIDED ON THIS FORM IS TRUE, CORRECT, AND COMPLETE                           
                             SIGNATURE                                             DATE                     

PAYER'S NAME:                                                                                               
SUBSTITUTE                                                                                                  
FORMW-9                                                                                                     
Department of the Treasury                                                                                  
Internal Revenue Service                                                                                    
PAYER'S REQUEST FOR                                                                                         
TAXPAYER                                                                                                    
IDENTIFICATION                                                                                              
NUMBER (TIN)                     PART 3 --                                                                  
                                   Awaiting TIN                                                             

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INSTRUCTIONS
     1. DELIVERY OF ACKNOWLEDGMENT AND TRANSMITTAL LETTER AND CERTIFICATES. This
Acknowledgment and Transmittal Letter or a photocopy hereof, filled in and      
signed, must be used in connection with a delivery of certificates.             
  The method of delivery of all documents is at the option and risk of the
shareholder, but it is recommended that documents be delivered either personally
or by registered mail properly insured with return receipt requested.           
2. GUARANTEE OF SIGNATURES. If the certificates delivered herewith are
registered in the name of a person other than the signer of this Acknowledgment 
and Transmittal Letter, the certificates must be endorsed or accompanied by     
stock powers signed by the registered owner(s) with the signature on the        
endorsement or stock powers guaranteed as described below. The certificates need
not be endorsed or accompanied by any instrument of assignment or transfer other
than the Acknowledgment and Transmittal Letter registered in the name of the    
person(s) signing the Acknowledgment and Transmittal Letter.                    
3. SIGNATURES ON LETTER OF TRANSMITTAL AND ENDORSEMENTS. In case of   
endorsement or signatures by executors, administrators, trustees, guardians,    
attorneys, corporations and the like, the certificates delivered must be        
accompanied by evidence satisfactory to the Issuing Agent of authority of the   
person to make the endorsement, or to sign, together with all supporting        
documents necessary to validate the delivery. If certificates are delivered by  
joint holders or owners, all such persons must sign. If certificates are        
registered in different forms, it will be necessary to fill in, sign and submit 
as many separate Acknowledgment and Transmittal Letters or photocopies thereof  
as there are different registrations of certificates.                           
4. INADEQUATE SPACE. If the space provided herein is inadequate, the  
certificate number(s) and the number of shares of Golden West Stock should be   
listed on a separate signed schedule attached hereto.                           
    5. DEPOSIT OF CERTIFICATES. Issuance of shares of Oakwood Common Stock and
payment for fractional shares will be made only against deposit of the          
certificates of Golden West Stock to be exchanged therefor with the Issuing     
Agent as set forth herein.                                                      
    6. LOST OR STOLEN CERTIFICATES. Please notify the Issuing Agent in writing
at its address set forth above for the procedure to be followed if any          
certificate has been lost, stolen, destroyed or mutilated and replacement       
instructions will be mailed to you.                                             
  7. APPRAISAL RIGHTS. Shareholders who are seeking appraisal rights under
the California General Corporation Law should not deliver certificates for      
shares pursuant to this Acknowledgment and Transmittal Letter.                  
 8. SUBSTITUTE FORM W-9. If you have not previously provided the Issuing
Agent with your social security number or other taxpayer identification number  
on Form W-9 or certified therein that you are not subject to back-up            
withholding, you should complete the substitute Form W-9 included herein.       
  All questions with respect to this Acknowledgment and Transmittal Letter
will be determined by the Issuing Agent, which determinations shall be          
conclusive and binding. Questions should be directed to the Issuing Agent at the
address set forth above or by telephone at            .                         
Additional copies of this Acknowledgment and Transmittal Letter may be
obtained from the Issuing Agent at its address set forth above. Photocopies of  
this Acknowledgment and Transmittal Letter will be accepted, however.           
The services of the Issuing Agent shall terminate upon the first      
anniversary of the Effective Time of the Merger, which anniversary will be on or
after              . After that date, certificates may be delivered for         
surrender only to Oakwood. If an Acknowledgment and Transmittal Letter is being 
prepared at or after such time, please contact the Secretary of Oakwood at the  
mailing address provided above or by telephone at              for instructions 
as to submitting the Acknowledgment and Transmittal Letter.                     
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                                                                       EXHIBIT K
NON-COMPETE AGREEMENT 
   THIS AGREEMENT is dated as of the   day of           , 1994, by and among
OAKWOOD HOMES CORPORATION, a North Carolina corporation (the "Company"), and    
HARRY E. KARSTEN, JR. ("Shareholder").                                          
W I T N E S S E T H : 
   WHEREAS, pursuant to the Acquisition Agreement dated as of              ,
1994 (the "Acquisition Agreement") by and among Golden West Homes, a California 
corporation ("Golden West"), the Company, Golden Acquisition Corporation, a     
California corporation that is a wholly-owned subsidiary of the Company ("Merger
Sub"), certain shareholders of Golden West and First Union National Bank of     
North Carolina, as Escrow Agent, Merger Sub will be merged with and into Golden 
West, which will become a wholly-owned subsidiary of the Company (the "Merger");
 WHEREAS, Golden West is in the business of designing, manufacturing and
marketing manufactured homes and of financing certain of its sales of           
manufactured homes through its wholly-owned finance subsidiary (the "Business");
   WHEREAS, the value to the Company of the Merger is dependent in part upon
the Company's ability to continue for its own account the Business heretofore   
conducted by Golden West and to obtain for its benefit the good will and going  
concern value associated therewith; and                                         
     WHEREAS, in connection with the Closing under the Acquisition Agreement and
as a condition thereof and inducement therefor, and in consideration of the     
receipt by the Shareholder of shares of the Company in exchange for his shares  
of Golden West's capital stock, the Shareholder has agreed to enter into certain
covenants relating to competition and confidentiality as set forth in this      
Agreement.                                                                      
 NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged by the          
Shareholder, the Shareholder does hereby agree with the Company as follows:     
1. NON-COMPETITION, NON-DISCLOSURE AND RELATED MATTERS.               
 (a) In addition to other terms defined in this Agreement, the following
terms when used in this Agreement shall have the following meanings:            
    "Competition" means engagement (i) in the Business or (ii) in any business
which is the same as or substantially similar to the Business.                  
"Customer" means any Person to whom any products, processes, goods or 
services have heretofore been sold or offered for sale, or from whom purchases  
thereof have been solicited, at any time during the two years preceding the date
of this Agreement, by Golden West.                                              
   "Employee" means any individual employed by the Company or Golden West or
any of their affiliates on the date hereof or during the three years following  
the date of this Agreement.                                                     
   "Person" means an individual, corporation, partnership, limited liability
company, joint venture, trust or other entity.                                  
"Restricted Period" means the period beginning on the date hereof and 
ending on the third anniversary of the date hereof.                             
   "Restricted Territory" means any of the following geographic areas (i) in
which any product, process, good or service has heretofore been manufactured,   
provided, sold or offered or promoted for sale by Golden West during the two    
years preceding the date of this Agreement or (ii) in which Golden West on the  
date hereof plans or proposes in the immediate future to sell or promote sales  
of any products, processes, goods or services as part of the Business:          
(1) the State of California; or                             
(2) the State of Oregon; or                                 
(3) the State of Colorado; or                               
(4) the State of Washington; or                             
(5) the State of Nevada; or                                 
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(6) the State of Arizona; or                                
(7) the State of Idaho; or                                  
(8) the State of Wyoming; or                                
(9) the State of Utah; or                                   
(10) the State of New Mexico; or                            
(11) the State of Montana; or                               
  (12) any county or similar political subdivision of any of the
foregoing States.                                                     
  (b) The Shareholder agrees that during the Restricted Period he will not
either directly or indirectly:                                                  
 (i) engage in any Competition in any Restricted Territory; or
  (ii) be or become an employee, officer, director, shareholder,
partner, agent or consultant of, or acquire or have any material      
     proprietary or other equity interest in, or otherwise participate or assist
in the business of, any Person who engages in any Competition in any  
Restricted Territory;                                                 
provided, that the Shareholder may own, directly or indirectly, solely as a     
passive investment, securities issued by such Person if such securities are     
publicly traded and do not constitute more than 1% in the aggregate of the      
outstanding equity securities of such Person.                                   
   (c) The Shareholder agrees that during the Restricted Period he will not,
directly or indirectly through or on behalf of any other Person, solicit or     
enter into any transaction with any Customer for the purpose of any sale to such
Customer of products, processes, goods or services the sale of which would      
constitute Competition.                                                         
   (d) The Shareholder agrees that during the Restricted Period he will not,
directly or indirectly through or on behalf of any other Person, induce or      
attempt to induce any Employee to leave his or her employment with the Company  
or Golden West or any of their affiliates.                                      
(e) The Shareholder understands that in his capacity as a former      
shareholder, director and officer of Golden West, he has obtained "Confidential 
Information" (as hereinafter defined) relating to the business of Golden West.  
As used herein, the term "Confidential Information" means and refers to any     
information or compilations of information (including without limitation trade  
secrets, technology, names, addresses or needs of customers, other customer or  
supplier lists, formulae, patterns, devices, plans or processes or any other    
proprietary information relating to the Business) of Golden West which is       
private or confidential in that it is not known or available to the public and  
gives Golden West an opportunity to obtain an advantage over competitors who do 
not know or use it. The Shareholder shall not, without the prior written consent
of the Company, at any time during the Restricted Period (1) use or disclose any
such Confidential Information outside the Company (or its affiliated companies, 
including Golden West), (2) aid in the removal from Golden West or delivery to  
any third party of any such Confidential Information or (3) sell, exchange or   
give away or otherwise dispose (or assist therein) of any such Confidential     
Information now or hereafter owned by Golden West, whether or not the same shall
or may have been originated, discovered or developed by the Shareholder. The    
Shareholder agrees that he will return all Confidential Information in his      
possession to the Company immediately upon the date hereof. The Shareholder     
acknowledges and confirms that he has or claims no proprietary interest in any  
such information, or in any technology, invention, patent, trademark or other   
intellectual property of, used or to be acquired by the Company.                
(f) The Shareholder acknowledges that, in view of the nature of the   
Business and the business objectives of the Company in entering into this       
Agreement and the Acquisition Agreement, the restrictions contained in this     
Section 1 are reasonably necessary to protect the legitimate business interests 
of the Company, and that any violation of such restrictions will result in      
irreparable injury to the Company for which damages will not be an adequate     
remedy. The Shareholder therefore acknowledges that if he violates any such     
restrictions, the Company shall be entitled to preliminary and injunctive relief
as well as to an equitable accounting of earnings, profits and other benefits   
arising from such violation.                                                    
(g) If any of the provisions contained in this Section 1 shall for any
reason be held to be overly broad as to duration, scope, activity or subject,   
any such provision shall be construed by limiting and reducing it, so as to be  
enforceable to the extent compatible with the applicable law or the             
determination by a court of competent jurisdiction.                             
   (h) The rights and remedies of the Company hereunder are not exclusive of
or limited by or in limitation of any other rights or remedies which it may     
have, whether at law, in equity, by contract or otherwise, all of which shall be
cumulative.                                                                     
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Without limiting the generality of the foregoing, the rights and remedies of the
Company hereunder, and the obligations and liabilities of the Shareholder       
hereunder, are in addition to their respective rights, remedies, obligations and
liabilities under the law of unfair competition.                                
    2. SEVERABILITY. Should any provision of this Agreement or part thereof be
held under any circumstances in any jurisdiction to be invalid or unenforceable,
such invalidity or unenforceability shall not affect the validity or            
enforceability of any other provision or other part of such provision, or of    
such provision or part thereof under any other circumstances or in any other    
jurisdiction.                                                                   
 3. GOVERNING LAW. The construction, validity and enforceability of this
Agreement shall be governed by the laws of the State of North Carolina.         
4. WAIVER. The rights of the Company hereunder may be waived only by a
writing signed on behalf of the Company by its President or Vice President      
expressly setting forth the rights so waived and the matters as to which they   
are so waived, and any such waiver shall be limited to the matters expressly set
forth in such writing. No failure or delay of the Company in enforcing any of   
its rights hereunder at any time shall constitute or evidence any waiver of such
rights.                                                                         
    5. CONSENT TO JURISDICTION. Each of the parties hereby consents and agrees
to the non-exclusive jurisdiction of all courts sitting in the State of North   
Carolina in connection with any claim, dispute or controversy arising under or  
in connection with this Agreement or any actual or alleged breach hereof.       
   6. MISCELLANEOUS. This Agreement and the Acquisition Agreement constitute
the sole and entire agreement and understanding between the parties hereto as to
the subject matter hereof, and supersedes all prior discussions, agreements and 
understandings of every kind and nature between them as to such subject matter. 
This Agreement shall be binding upon and inure to the benefit of the parties    
hereto and their respective heirs, personal representatives, successors and     
assigns. The captions of this Agreement are for convenience of reference only   
and shall not affect in any manner any of the terms, covenants or conditions    
hereof. Words of the masculine gender shall mean and include correlative words  
of the feminine and neuter genders and words importing the singular number shall
mean and include the plural number and vice versa. This Agreement may be        
executed in multiple counterparts, each of which shall be deemed an original,   
but all of which together shall constitute one and the same document.           
     IN WITNESS WHEREOF, this Agreement has been duly executed under seal by the
Company and the Shareholder and each has caused their respective seals to be    
affixed hereto, as of the day and year first above written.                     
                           OAKWOOD HOMES CORPORATION
     By:
       Name:
        Title:
                                                                          [SEAL]
                       HARRY E. KARSTEN, JR.
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                                                                       EXHIBIT L
NON-COMPETE AGREEMENT 
  THIS AGREEMENT is dated as of the   day of          , 1994, by and among
OAKWOOD HOMES CORPORATION, a North Carolina corporation (the "Company"), and    
BRUCE W. STOYER ("Shareholder").                                                
W I T N E S S E T H : 
   WHEREAS, pursuant to the Acquisition Agreement dated as of              ,
1994 (the "Acquisition Agreement") by and among Golden West Homes, a California 
corporation ("Golden West"), the Company, Golden Acquisition Corporation, a     
California corporation that is a wholly-owned subsidiary of the Company ("Merger
Sub"), certain shareholders of Golden West and First Union National Bank of     
North Carolina, as Escrow Agent, Merger Sub will be merged with and into Golden 
West, which will become a wholly-owned subsidiary of the Company (the "Merger");
 WHEREAS, Golden West is in the business of designing, manufacturing and
marketing manufactured homes and of financing certain of its sales of           
manufactured homes through its wholly-owned finance subsidiary (the "Business");
   WHEREAS, the value to the Company of the Merger is dependent in part upon
the Company's ability to continue for its own account the Business heretofore   
conducted by Golden West and to obtain for its benefit the good will and going  
concern value associated therewith; and                                         
     WHEREAS, in connection with the Closing under the Acquisition Agreement and
as a condition thereof and inducement therefor, and in consideration of the     
receipt by the Shareholder of shares of the Company in exchange for his shares  
of Golden West's capital stock, the Shareholder has agreed to enter into certain
covenants relating to competition and confidentiality as set forth in this      
Agreement.                                                                      
 NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged by the          
Shareholder, the Shareholder does hereby agree with the Company as follows:     
1. NON-COMPETITION, NON-DISCLOSURE AND RELATED MATTERS.               
 (a) In addition to other terms defined in this Agreement, the following
terms when used in this Agreement shall have the following meanings:            
    "Competition" means engagement (i) in the Business or (ii) in any business
which is the same as or substantially similar to the Business.                  
"Customer" means any Person to whom any products, processes, goods or 
services have heretofore been sold or offered for sale, or from whom purchases  
thereof have been solicited, at any time during the two years preceding the date
of this Agreement, by Golden West.                                              
   "Employee" means any individual employed by the Company or Golden West or
any of their affiliates on the date hereof or during the two years following the
date of this Agreement.                                                         
   "Person" means an individual, corporation, partnership, limited liability
company, joint venture, trust or other entity.                                  
"Restricted Period" means the period beginning on the date hereof and 
ending on the second anniversary of the date hereof; provided, however, that if 
the employment of the Shareholder with Golden West shall have been terminated by
Golden West prior to the end of such two-year period, the Restricted Period     
shall be the period after his termination for which the Company has agreed to   
continue to pay Shareholder his base salary as severance, but in no event shall 
such period be longer than the second anniversary of the date hereof.           
   "Restricted Territory" means any of the following geographic areas (i) in
which any product, process, good or service has heretofore been manufactured,   
provided, sold or offered or promoted for sale by Golden West during the two    
years preceding the date of this Agreement or (ii) in which Golden West on the  
date hereof plans or proposes in the immediate future to sell or promote sales  
of any products, processes, goods or services as part of the Business:          
(1) the State of California; or                             
(2) the State of Oregon; or                                 
(3) the State of Colorado; or                               
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(4) the State of Washington; or                             
(5) the State of Nevada; or                                 
(6) the State of Arizona; or                                
(7) the State of Idaho; or                                  
(8) the State of Wyoming; or                                
(9) the State of Utah; or                                   
(10) the State of New Mexico; or                            
(11) the State of Montana; or                               
  (12) any county or similar political subdivision of any of the
foregoing States.                                                     
  (b) The Shareholder agrees that during the Restricted Period he will not
either directly or indirectly:                                                  
 (i) engage in any Competition in any Restricted Territory; or
  (ii) be or become an employee, officer, director, shareholder,
partner, agent or consultant of, or acquire or have any material      
     proprietary or other equity interest in, or otherwise participate or assist
in the business of, any Person who engages in any Competition in any  
Restricted Territory;                                                 
provided, that the Shareholder may own, directly or indirectly, solely as a     
passive investment, securities issued by such Person if such securities are     
publicly traded and do not constitute more than 1% in the aggregate of the      
outstanding equity securities of such Person.                                   
   (c) The Shareholder agrees that during the Restricted Period he will not,
directly or indirectly through or on behalf of any other Person, solicit or     
enter into any transaction with any Customer for the purpose of any sale to such
Customer of products, processes, goods or services the sale of which would      
constitute Competition.                                                         
   (d) The Shareholder agrees that during the Restricted Period he will not,
directly or indirectly through or on behalf of any other Person, induce or      
attempt to induce any Employee to leave his or her employment with the Company  
or Golden West or any of their affiliates.                                      
(e) The Shareholder understands that in his capacity as a former      
shareholder and officer of Golden West, he has obtained "Confidential           
Information" (as hereinafter defined) relating to the business of Golden West.  
As used herein, the term "Confidential Information" means and refers to any     
information or compilations of information (including without limitation trade  
secrets, technology, names, addresses or needs of customers, other customer or  
supplier lists, formulae, patterns, devices, plans or processes or any other    
proprietary information relating to the Business) of Golden West which is       
private or confidential in that it is not known or available to the public and  
gives Golden West an opportunity to obtain an advantage over competitors who do 
not know or use it. The Shareholder shall not, without the prior written consent
of the Company, at any time during the Restricted Period (1) use or disclose any
such Confidential Information outside the Company (or its affiliated companies, 
including Golden West), (2) aid in the removal from Golden West or delivery to  
any third party of any such Confidential Information or (3) sell, exchange or   
give away or otherwise dispose (or assist therein) of any such Confidential     
Information now or hereafter owned by Golden West, whether or not the same shall
or may have been originated, discovered or developed by the Shareholder. The    
Shareholder agrees that he will return all Confidential Information in his      
possession to the Company immediately upon the date hereof. The Shareholder     
acknowledges and confirms that he has or claims no proprietary interest in any  
such information, or in any technology, invention, patent, trademark or other   
intellectual property of, used or to be acquired by the Company.                
(f) The Shareholder acknowledges that, in view of the nature of the   
Business and the business objectives of the Company in entering into this       
Agreement and the Acquisition Agreement, the restrictions contained in this     
Section 1 are reasonably necessary to protect the legitimate business interests 
of the Company, and that any violation of such restrictions will result in      
irreparable injury to the Company for which damages will not be an adequate     
remedy. The Shareholder therefore acknowledges that if he violates any such     
restrictions, the Company shall be entitled to preliminary and injunctive relief
as well as to an equitable accounting of earnings, profits and other benefits   
arising from such violation.                                                    
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(g) If any of the provisions contained in this Section 1 shall for any
reason be held to be overly broad as to duration, scope, activity or subject,   
any such provision shall be construed by limiting and reducing it, so as to be  
enforceable to the extent compatible with the applicable law or the             
determination by a court of competent jurisdiction.                             
   (h) The rights and remedies of the Company hereunder are not exclusive of
or limited by or in limitation of any other rights or remedies which it may     
have, whether at law, in equity, by contract or otherwise, all of which shall be
cumulative. Without limiting the generality of the foregoing, the rights and    
remedies of the Company hereunder, and the obligations and liabilities of the   
Shareholder hereunder, are in addition to their respective rights, remedies,    
obligations and liabilities under the law of unfair competition.                
    2. SEVERABILITY. Should any provision of this Agreement or part thereof be
held under any circumstances in any jurisdiction to be invalid or unenforceable,
such invalidity or unenforceability shall not affect the validity or            
enforceability of any other provision or other part of such provision, or of    
such provision or part thereof under any other circumstances or in any other    
jurisdiction.                                                                   
 3. GOVERNING LAW. The construction, validity and enforceability of this
Agreement shall be governed by the laws of the State of North Carolina.         
4. WAIVER. The rights of the Company hereunder may be waived only by a
writing signed on behalf of the Company by its President or Vice President      
expressly setting forth the rights so waived and the matters as to which they   
are so waived, and any such waiver shall be limited to the matters expressly set
forth in such writing. No failure or delay of the Company in enforcing any of   
its rights hereunder at any time shall constitute or evidence any waiver of such
rights.                                                                         
    5. CONSENT TO JURISDICTION. Each of the parties hereby consents and agrees
to the non-exclusive jurisdiction of all courts sitting in the State of North   
Carolina in connection with any claim, dispute or controversy arising under or  
in connection with this Agreement or any actual or alleged breach hereof.       
   6. MISCELLANEOUS. This Agreement and the Acquisition Agreement constitute
the sole and entire agreement and understanding between the parties hereto as to
the subject matter hereof, and supersedes all prior discussions, agreements and 
understandings of every kind and nature between them as to such subject matter. 
This Agreement shall be binding upon and inure to the benefit of the parties    
hereto and their respective heirs, personal representatives, successors and     
assigns. The captions of this Agreement are for convenience of reference only   
and shall not affect in any manner any of the terms, covenants or conditions    
hereof. Words of the masculine gender shall mean and include correlative words  
of the feminine and neuter genders and words importing the singular number shall
mean and include the plural number and vice versa. This Agreement may be        
executed in multiple counterparts, each of which shall be deemed an original,   
but all of which together shall constitute one and the same document.           
     IN WITNESS WHEREOF, this Agreement has been duly executed under seal by the
Company and the Shareholder and each has caused their respective seals to be    
affixed hereto, as of the day and year first above written.                     
                           OAKWOOD HOMES CORPORATION
     By:
       Name:
        Title:
                                                                          [SEAL]
                 BRUCE W. STOYER
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SCHEDULE 3.5
STOCK OPTIONS 

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                                                                                                OAKWOOD SHARES           
                                                         GOLDEN WEST SHARES         NUMBER OF SHARES                     
                                                   DATE OF     OPTION     NUMBER     EXERCISABLE AT     OPTION  NUMBER OF
        NAME                     TITLE              GRANT      PRICE     OF SHARES      7/31/94         PRICE    SHARES  
                                                                                                                         
Robert C. Latimer     Vice President,                                                                                    
                        Manufacturing               7/24/90    $1.000       39,000        39,000         4.33     9,012  
Bruce W. Stoyer       Executive Vice President      7/24/90    $1.000       39,000        39,000         4.33     9,012  
Frank D. Jacobs       Vice President, Finance       7/24/90    $1.000       39,000        39,000         4.33     9,012  
Robert J. Henry       Senior Vice President         7/24/90    $1.000       39,000        39,000         4.33     9,012  
Phillip E. Clark      Vice President -- General                                                                          
                        Manager                     7/24/90    $1.000       39,000        39,000         4.33     9,012  
Andrew R. Van Zyl     General Manager               7/24/90    $1.000       13,000        13,000         4.33     3,004  
Paul A. Karsten       Vice President -- General                                                                          
                        Manager                     7/24/90    $1.000       13,000        13,000         4.33     3,004  
Paul A. Karsten       Vice President -- General                                                                          
                        Manager                     2/04/92    $1.423       26,000        13,000         6.16     6,008  
Andrew R. Van Zyl     General Manager              10/19/93    $1.538       13,000            --         6.66     3,004  
Jesse Curacco         General Manager              10/19/93    $1.538       13,000            --         6.66     3,004  
Sheri Wenz            Senior Vice President --                                                                           
                        GCFS                       10/19/93    $1.538       26,000            --         6.66     6,008  
Paul W. Astles        Director of Human Resources  10/19/93    $1.538       26,000            --         6.66     6,008  
Andrew Scott Karsten  Director of Marketing        10/19/93    $1.538       26,000            --         6.66     6,008  
Bruce W. Stoyer       Executive Vice President      2/27/94    $3.211       26,000            --        13.90     6,008  
                      Total                                                377,000       234,000                         

NOTES:                                                                          
1. The number of Golden West shares and option price have been adjusted to give 
effect to the 52-for-one stock split                                      
2. Options vest 25% per year on the first four anniversaries of the date of     
grant.                                                                    
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SCHEDULE 4.0
OFFICERS AND KEY EMPLOYEES

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GOLDEN WEST HOMES                                                                             
                                                                                              
OFFICERS:                                                                                     
Harry Karsten, Jr.                Chairman of the Board, President and Chief Executive Officer
Robert J. Henry                   Senior Vice President                                       
Bruce Stoyer                      Executive Vice President, Operations                        
Frank D. Jacobs                   Vice President, Chief Financial Officer and Secretary       
Robert C. Latimer                 Vice President, Manufacturing                               
Phillip Clark                     Vice President, General Manager                             
Paul Andrew Karsten               Vice President, General Manager                             
KEY EMPLOYEES                                                                                 
Andrew Van Zyl                    General Manager                                             
Jesse Carrasco                    General Manager                                             
Paul Astles                       Director, Human Resources                                   

GOLDEN CIRCLE FINANCIAL SERVICES                                                              
                                                                                              
Harry Karsten                     President and Chief Executive Officer                       
L. Sheryl Wenz                    Senior Vice President                                       
Frank D. Jacobs                   Secretary/Treasurer and Chief Financial Officer             
William D. Capps                  Vice President                                              

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SCHEDULE 4.1
GOLDEN WEST HOMES SUBSIDIARIES

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                                                                                                             STATE OF   
NAME                                                                                          DATE FORMED  INCORPORATION
                                                                                                                        
Golden Circle Financial Services Common Stock, 1,000 shares authorized,                                                 
  100 shares issued and outstanding. (1).....................................................   10/19/93     California 

(1) Golden West Homes owns 100% of the issued and outstanding Common Stock of   
Golden Circle Financial Services.                                               
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SCHEDULE 4.3
SHAREHOLDERS LIST 
PREFERRED SERIES "A" STOCK:                                                     

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CERT. NUMBER                                          AFFILIATION               
                                                                                
   1          Phillip E. Clark and                    Officer                   
              Anna M. Clark, jt. ten.                                           
              451 S. Walnut Street                                              
              Boise, ID 83712                                                   
              26,000 Shares issued 5-5-88                                       
              Phillip Clark SS#: 510-36-3236                                    
   2          Phillip E. Clark (IRA)                  Officer                   
              451 S. Walnut Street                                              
              Boise, ID 83712                                                   
              19,500 Shares issued 5-5-88                                       
              Phillip Clark SS#: 510-36-3236                                    
   3          Mrs. Anna M. Clark (IRA)                Spouse of Officer         
              451 S. Walnut Street                                              
              Boise, ID 83712                                                   
              19,500 Shares issued 5-5-88                                       
              SS#: 277-34-4485                                                  
   4          VOID                                                              
   5          VOID                                                              
              (Sold see revised certificate 38)                                 
   6          VOID                                                              
              (Sold see revised certificate 43 & 44)                            
   7          VOID                                                              
              (Sold see certificate 45)                                         
   8          VOID                                                              
              (Sold , see certificate 53)                                       
   9          John Hook and                           Former retailer           
              Peggy Hook, jt. ten                                               
              3827 Via Manzana                                                  
              San Clemente, CA 92672                                            
              32,500 Shares issued on 5-5-88                                    
              SS#: Peggy: 567-80-2074                                           
   10         VOID                                                              
              (Sold, see certificate 51)                                        
   11         William H. Dennis and                   Employee                  
              Sandra K. Dennis, jt. ten.                                        
              1121 W. Oak Avenue                                                
              Fullerton, CA 92633                                               
              6,500 Shares issued on 5-5-88                                     
              SS#: 573-44-8436                                                  
   12         VOID                                                              
   13         VOID                                                              
              (Revised, see certificate 40)                                     
   14         VOID                                                              
              (Revised, see certificate 41)                                     
   15         John R. Stahr                           Director and Legal Counsel
              Latham & Watkins                                                  
              650 Town Center Drive, 20th Floor                                 
              Costa Mesa, CA 92626                                              
              32,500 Shares issued on 5-5-88                                    
              John Stahr SS#: 530-18-4563                                       

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CERT. NUMBER                                     AFFILIATION                          
                                                                                      
   16         Mr. Peter Rothschild               Friend of Harry Karsten              
              Rothschild Industries, Inc.                                             
              866 West 18th Street                                                    
              Costa Mesa, CA 92627                                                    
              325,000 Shares issued on 5-5-88                                         
              Peter Rothschild SS#: 573-48-5834                                       
   17         Theodore C. Powne and              Retailer                             
              Cathy L. Powne, jt. ten                                                 
              866 Casa Grande Court                                                   
              Modesto, CA 95355                                                       
              26,000 Shares issued on 5-5-88                                          
              SS#: 540-52-3525                                                        
   18         VOID                                                                    
              (Sold, see certificate 49 & 50)                                         
   19         Jack O'Bannon                      Major Supplier                       
              Fontana Wood Products, Inc.                                             
              P.O. Box 1030                                                           
              Fontana, CA 92335                                                       
              26,000 Shares issued on 5-5-88                                          
              Jack O'Bannon SS#: 570-66-6926                                          
   20         VOID                                                                    
   21         Frank D. Jacobs                    Officer                              
              27236 Villanueva                                                        
              Mission Viejo, CA 92691                                                 
              15,600 Shares issued on 6-30-89                                         
              SS#: 570-66-5021                                                        
   22         Richard A. Jacobson                Retailer                             
              1638 Victorian Way                                                      
              Eugene, OR 97401                                                        
              10,400 Shares issued on 6-30-89                                         
              SS#: 540-60-6844                                                        
   23         Robert C. Latimer and              Officer                              
              Earlene L. Latimer, jt. ten.                                            
              26053 Dumont Road                                                       
              Hemet, CA 92344                                                         
              10,400 Shares issued on 6-30-89                                         
              SS#: 569-56-7823                                                        
   24         Larry Marple                       Retailer                             
              C/O Golden Pacific Homes                                                
              9950 S.E. 82nd Avenue                                                   
              Portland, OR 97266-7302                                                 
              26,000 Shares issued on 6-30-89                                         
              SS#: 540-50-1993                                                        
   25         Rypinski Family Trust              Friend of Harry Karsten              
              ATTN: Alan Rypinski                                                     
              2321 Santiago                                                           
              Newport Beach, CA 92660                                                 
              36,400 Shares issued on 6-30-89                                         
              SS#: 572-50-9169                                                        
   26         Bruce Stoyer                       Officer                              
              3190 Fir Oaks Drive, S.W.                                               
              Albany, OR 97321                                                        
              23,400 Shares issued 6-30-89                                            
              SS#: 527-54-7674                                                        
   27         Richard Keim                       Manages portion of 401(k) plan assets
              145 East 92nd Street                                                    
              New York, NY 10128                                                      
              19,500 Shares issued on 6-30-89                                         
              SS#: 358-28-0825                                                        

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CERT. NUMBER                                         AFFILIATION                                  
                                                                                                  
   28         VOID                                                                                
              (Revised, see certificate 42)                                                       
   29         William Frederickson III               Friend of Harry Karsten                      
              and Debra L. Frederickson                                                           
              c/o Rollins Leasing Corp.                                                           
              2000 East Wilshire, 2nd Floor                                                       
              Santa Ana, CA 92705                                                                 
              15,600 Shares issued on 6-30-89                                                     
              SS#: Bill-548-54-3644                                                               
              Debbie: 563-96-5802                                                                 
   30-34      VOID                                                                                
   35         Anthony P. Evans and                   Retailer                                     
              Joan O'Brien, jt. ten                                                               
              Evans & O'Brien, Inc.                                                               
              1031 Fair Oaks Way                                                                  
              Sunnyvale, CA 94089                                                                 
              36,400 Shares issued on 2-6-90                                                      
              SS#: Anthony: 506-22-8399                                                           
              Joan: 399-42-0911                                                                   
   36         VOID                                                                                
   37         Marlin T. McKeever                     Insurance broker for Golden West             
              Susan J. McKeever, jt. ten                                                          
              Andreini & Company                                                                  
              18400 Von Karman Avenue, Suite 100                                                  
              Irvine, CA 92715                                                                    
              7,384 Shares issued on 5-1-90                                                       
              SS#: 557-48-8314                                                                    
   38         VOID                                                                                
              (Revised, see certificate 42)                                                       
   39         Celia Golden, Trustee of the           Widow of Golden West founder Jerry Golden and
              Jerry and Celia Golden Residual Trust  mother-in-law of Harry Karsten               
              46 Whitewater Drive                                                                 
              Corona Del Mar, CA 92625                                                            
              104,000 Shares issued on 5-1-90                                                     
              SS#: 326-05-8762                                                                    
   40         Commerce Bank Cust. FBO                Legal Counsel to Golden West                 
              Robert W. Shaffer, Jr.                                                              
              12011 San Vicente Blvd., Suite 600                                                  
              Los Angeles, CA 90049                                                               
              39,000 Shares issued on 5-5-88                                                      
              SS#: 557-62-9609                                                                    
   41         Commerce Bank Cust. FBO                Legal Counsel to Golden West                 
              Barry I. Gold                                                                       
              12011 San Vicente Blvd., Suite 600                                                  
              Los Angeles, CA 90049                                                               
              26,000 Shares issued on 5-5-88                                                      
              SS#: 572-64-7101                                                                    
   42         Commerce Bank Cust. FBO                Officer                                      
              Robert J. Henry                                                                     
              IRA#1-2976-1                                                                        
              5463 Provence Place                                                                 
              Riverside, CA 92506                                                                 
              25,116 Shares issued on 6-30-89                                                     
              SS#: 518-46-5583                                                                    
   43         Steven Sherwood                        President of same company as director (Byron 
              Clayton, Williams & Sherwood, Inc.     Williams)                                    
              800 Newport Center Drive, Suite 400                                                 
              Newport Beach, CA 92660                                                             
              3,224 Shares issued on 3-24-92                                                      
              SS#: 467-80-2525                                                                    

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CERT. NUMBER                                         AFFILIATION                                    
                                                                                                    
   44         BBC Family Trust                       Director                                       
              ATTN: Byron L. Williams                                                               
              Clayton, Williams & Sherwood, Inc.                                                    
              800 Newport Center Drive, Suite 400                                                   
              Newport Beach, CA 92660                                                               
              3,276 Shares issued on 3-24-92                                                        
              SS#: 244-42-2049                                                                      
   45         VOID                                                                                  
              (Sold, see certificate 51)                                                            
   46         Loretta Faye Otto                      Widow of former employee and supplier to Golden
              9851 Change Circle                     West                                           
              Huntington Beach, CA 92646                                                            
              32,500 Shares issued on 3-8-93                                                        
              SS#: 565-76-4333                                                                      
   47         Dean R. & Valerie D. Otto, jt. ten     Son of former employee                         
              39 Mill Valley Road                                                                   
              Pomona, CA 91766                                                                      
              16,276 Shares issued on 3-8-93                                                        
   48         Michael S. & Nancy L. Otto, jt. ten    Son of former employee                         
              P.O. Box 276                                                                          
              Eden, Utah 84310                                                                      
              FOR OVERNIGHT SERVICE:                                                                
              1425 WEST 2675 NORTH                                                                  
              OGDEN, UTAH 84404                                                                     
              16,224 Shares issued on 3-8-93                                                        
              SS#: 556-27-0051                                                                      
   49         John R. Stahr, Trustee                 Director                                       
              UDT DTD march 19, 1965                                                                
              For the Stahr Family                                                                  
              (separate property)                                                                   
              4639 Roxbury Road                                                                     
              Corona Del mar, CA 92625                                                              
              16,120 Shares issued on 3-8-93                                                        
              SS#: 530-18-4563                                                                      
   50         BBC Williams Family Trust              Director                                       
              Attn: Bryon L. Williams                                                               
              Clayton, Williams & Sherwood, Inc.                                                    
              800 Newport Center Drive, Suite 400                                                   
              Newport Beach, CA 92660                                                               
              8,112 Shares issued on 3-8-93                                                         
              SS#: 244-42-2049                                                                      
   51         Union Bank Trustee for                 401(k) Plan investment                         
              Golden West Homes                                                                     
              401 (k) Savings Plan                                                                  
              1801 E. Edinger, Suite 240                                                            
              Santa Ana, CA 92705                                                                   
              65,000 Shares issued on 3-8-93                                                        
   52         George A. Molsbarger                   Friend of Harry Karsten                        
              1201 Alta Loma Road                                                                   
              W. Hollywood, CA 90266                                                                
              8,268 Shares issued on 5-5-88                                                         
              SS#: 570-66-5021                                                                      
   53         Frank D. and Kathleen Jacobs, jt. ten. Officer                                        
              27236 Villanueva                                                                      
              Mission Viejo, CA 92691                                                               
              27,300 Shares issued 1-4-94                                                           
              SS#: 570-66-2697                                                                      

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CERT. NUMBER                                                     AFFILIATION               
                                                                                           
   COMMON STOCK:                                                                           
   1           VOID                                                                        
   2           VOID                                                                        
               (See Certificates 9, 11 & 12)                                               
   3           Andrew S. Karsten                                 Son of Harry Karsten      
               c/o Harry Karsten                                                           
               4533 Perham Road                                                            
               Corona Del Mar, CA 92625                                                    
               13,000 Shares issued on 12-1-93                                             
               SS#:573-92-1538                                                             
   4           Deborah S. Karsten Knight                         Daughter of Harry Karsten 
               c/o Harry Karsten                                                           
               4533 Perham Road                                                            
               Corona Del Mar, CA 92625                                                    
               13,000 Shares issued 12-1-93                                                
               SS#: 573-92-1527                                                            
   5           Byron L. Williams                                 Director                  
               Clayton, Williams & Sherwood, Inc.                                          
               800 Newport Center Drive, Suite 400                                         
               Newport Beach, CA 92660                                                     
               13,000 Shares issued on 3-4-94                                              
               SS#: 244-42-2049                                                            
   6           John R. Stahr                                     Director and legal counsel
               Latham & Watkins                                                            
               Center Tower -- 20th Floor                                                  
               650 Town Center Drive                                                       
               Costa Mesa, CA 92626                                                        
               13,000 Shares issued on 3-4-94                                              
               SS#: 530-18-4563                                                            
   7           Gary Mounts                                       Director                  
               HomeVue                                                                     
               23181 Verdugo Drive                                                         
               Laguna Hills, CA 92653                                                      
               13,000 Shares issued on 3-4-94                                              
               SS#: 560-60-8347                                                            
   8           Robert D. Totten                                  Director                  
               957 S. Barton Court                                                         
               Anaheim, CA 92805                                                           
               13,000 Shares issued on 3-4-94                                              
               SS#: 436-34-7216                                                            
   9           Frank D. Jacobs, Trustee                          ESOP Plan                 
               Employee Stock Ownership Program                                            
               (Transferred from Certificate #2)                                           
               31,200 Shares                                                               
   10          VOID                                                                        
               (Issued in error)                                                           
   11          Harry Karsten & Heather Karsten Investment Trust  Officer                   
               (Transferred from Certificate #2)                                           
               520,000 Shares issued on 5/27/94                                            
   12          Harry Karsten                                     Officer                   
               (Transferred from Certificate #2)                                           
               657,800 Shares issued on 5/27/94                                            

NOTE: The number of shares has been adjusted to give effect to a 52 for 1 stock 
split in April 1994.                                                
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SCHEDULE 4.3
SUBSIDIARY LOAN & CAPITAL CONTRIBUTION
On October 12, 1993, Golden West provided to Golden Circle Financial  
Services a $1,000,000 line of credit for working capital needs. The line of     
credit is evidenced by a promissory note bearing interest at the Wells Fargo    
prime rate plus 1.50% and is due and payable on December 31, 1995. Golden West  
also contributed $100,000 in capital to purchase all 100 shares of outstanding  
Common Stock of Golden Circle.                                                  
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SCHEDULE 4.3
GOLDEN WEST OPTIONS 
    I. See Schedule 3.5 for a list of the outstanding options of Golden West
Homes as of the date of this Agreement.                       
      II. Although not contractually or legally obligated to issue such options,
         Golden West intended to issue 15,000 options to certain key employees
         in connection with its Initial Public Offering that was not realized.
  III. Participants in the Golden West Deferred Compensation Plan have the
     right to elect to convert up to an aggregate of $500,000 of their
account balances into shares of Golden West Common Stock.   
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SCHEDULE 4.5
REQUIRED FILINGS AND CONSENTS 
      I. Revolving Line of Credit Agreement and Note dated March 1, 1993 between
Golden West and Wells Fargo Bank, National Association.       
      (Bullet) Section V.12 of the Agreement prohibits a merger (a written
waiver from Wells Fargo is required).       
     II. Both the 401(k) Savings Plan and Employee Stock Ownership Plan permit
          a successor company to adopt each plan following a merger. However, if
  no adoption occurs within 90 days of such event, the plans are
automatically terminated.                                   
III. Office Lease dated April 12, 1993 between Catellus Development   
Corporation and Golden West (Santa Ana property).           
         (Bullet) Section 16 prohibits the assignment or transfer of the lease
                 without the prior written consent of the landlord. The same
                  Section 16 states that a merger or transfer of a controlling
             interest of Golden West shall constitute an assignment.
   IV. Reimbursement Agreement dated October 1, 1991 between Wells Fargo and
   Golden West (in connection with that certain Loan Agreement dated
        October 1, 1991 between Industrial Development Authority of the County
of Riverside and Golden West).                                
     (Bullet) Section 7.6 of the Agreement prohibits a merger (a written
waiver from Wells Fargo is required).       
  V. Loan Agreement dated October 1, 1991 between Industrial Development
Authority of the County of Riverside and Golden West.         
        (Bullet) Section 5.02 requires that prior to a merger, the Trustee and
                Wells Fargo Bank shall be furnished with a certificate of an
                officer of Golden West stating that none of the covenants of
                  the Loan Agreement will be violated as a result of the merger.
                  A copy of the merger documents are to be given to the Trustee,
                  Wells Fargo Bank and IDA within thirty days after the delivery
of such documents.                          
    VI. Lease dated December 1, 1969 between Winat Properties and Golden West,
as amended (Albany property).                                 
  (Bullet) Section 13 prohibits the assignment of the lease or any
           interests of the lessee by operation of law without the
written consent of the lessor.              
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SCHEDULE 4.7
GOLDEN WEST INVESTMENTS 
Golden West Homes does not own directly or indirectly any interest or 
investment in any corporation, partnership, joint venture, business trust or    
other entity except for a nominal number of shares of stock in publicly held    
companies in the manufactured housing industry to be on their mailing list. The 
total investment in all companies is approximately $1,300.                      
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SCHEDULE 4.9
SUBSEQUENT EVENTS 
  B. Although not contractually or legally obligated to do so, Golden West
has proposed to issue 15,000 options to purchase Golden West Common Stock to    
four individuals. See Schedule 4.3.                                             
On April 11, 1994, Golden West Homes Board of Directors approved the  
following actions: (i) an increase in the number of shares of Common and Series 
A Preferred Stock to 20,000,000 and 1,105,000, respectively and a 52 for 1 stock
split of these series, and (ii) plan to merge the Karsten Company into Golden   
West Homes and to change its name to Golden West Homes. On May 20, 1994, the    
Karsten Company was merged into Golden West Homes, with the Articles of         
Incorporation and By-Laws of the Karsten Company becoming the Articles of       
Incorporation and By-Laws of Golden West Homes.                                 
D. EXPENDITURES:                                                            
        1. Golden West Homes purchased approximately 9.5 acres in Idaho from
Harry Karsten for approximately $136,000.                             
  2. On June 16, 1994, the Board of Directors approved a capital
expenditure of $750,000 to increase production capacity at the Albany,
Oregon facility.                                                      
         3. In April 1994, Golden West Homes contributed $100,000 to the ESOP,
     which funds were used to purchase 31,200 shares of Golden West Homes Common
Stock from Harry Karsten at a purchase price of $100,000 or $3.21 per 
share.                                                                
F. COMPENSATION:                                                            
In April 1994, Golden West Homes revised its compensation system for  
officers, key employees and most divisional supervisory personnel. Base pay was 
increased and bonus programs were changed from only sales volume or bonus base  
profit to a set maximum based on three criteria: (i) profits, (ii)              
implementation of the total quality management program and (iii) reduction of   
Price of Non-Conformance (PONC). See Schedule 4-11(a).                          
In April 1994, the Deferred Compensation Plan participants (the       
"Participants") elected to convert $500,000 in their account balances into      
260,000 shares of Golden West Homes Common Stock upon the closing of a public   
offering. Prior to the closing date, the Participants will make a written       
election to convert up to $500,000 in their account balances into 260,000 shares
of Golden West Common Stock upon the closing of the Merger.                     
G. See B above.                                                             
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SCHEDULE 4.10 
TAX MATTERS 
 Golden West Homes entered into a tax sharing agreement with GWH Holding
Company (Subsidiary of the William Lyon Company) on May 5, 1988 in connection   
with the acquisition of Golden West Homes by the Karsten Company.               
    Golden West Homes received approval to change its method of accounting for
deducting product liability claims and deducting workers compensation claims.   
These Section 481(a) adjustments are $563,000 and $510,000, respectfully, and   
will begin with taxable year ending December 31, 1994.                          
     Golden West Homes is currently appealing a Notice of Determination from the
State of California Board of Equalization for the period of 10/1/88 thru 9/20/91
in the amount of $123,484. Golden West has provided a reserve of $100,000 to    
cover this potential liability.                                                 
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SCHEDULE 4.11(A)
ANNUAL COMPENSATION WHICH COULD EXCEED $50,000

                                                        [Enlarge/Download Table]

                                                           BASE                            1993     
NAME                TITLE                           AGE*  SALARY            BONUS        EARNINGS   
                                                                                                    
ALBANY DIVISION                                                                                     
Andrew R. Van Zyl   General Manager                  50   $48,000  2.5% of BBP           $204,199   
Clark Fuller        Production Manager               49    43,000  2.5% of BBP            108,850   
Jerry Berndt        Sales Manager                    50    33,000  2.0% of BBP            159,195   
Keith Hood          Purchasing Manager               36    30,000  1.0% of BBP             83,525   
Kent Hazelwood      Community Development Manager    50    65,000  New Business            56,700   
Harvey Resaloso     Foreman                          26    20,100  .0682% of Sales         58,985   
Thomas Scwab        Asst. Production Manager         47    25,200  .0682% of Sales         64,043   
David Pearce        Asst. Production Manager         41    22,000  .0682% of Sales         59,463   
Patrick Benjamin    Foreman                          46    20,100  .0682% of Sales         59,244   
Perry Meier         Foreman                          37    18,900  .0682% of Sales         58,511   
Po Leung            Foreman                          43    20,100  .0682% of Sales         58,985   
Gary Hill           Foreman                          39    18,800  .0682% of Sales         57,685   
Rick Torgenson      Service Manager                  35    26,000  .0483% of Sales         51,312   
James Rettinger     Code Compliance Manager          47    40,000  .046% of Sales          64,049   
Wayne Houghtaling   Asst. Sales Manager              48    27,000  .106% of Sales          80,543   
Ronald Rau          Asst. Sales Manager              53    27,000  .106% of Sales          82,548   
SOUTHERN CALIFORNIA DIVISION                                                                        
Jesse Carrasco      General Manager                  54    80,000            (1)           39,616(2)
Arturo Barcenas     Production Manager               44    50,000            (1)           46,262   
Ernie Kercmar       Sales Manager                    46    75,000            (1)               --   
John Brean          Purchasing Manager               39    55,000            (1)           49,000   
Henry Pequero       Asst. Production Manager         45    40,000            (1)           48,318   
Larry Smith         Sales Representative             47    40,000            (1)           41,423   
Richard Hecker      Sales Representative             53    40,000            (1)           53,461   
William Dennis      Code Compliance Manager          57    40,000            (1)           39,000   
George Folmar       Foreman/Human Resources          50    40,000            (1)           39,614   
SACRAMENTO DIVISION                                                                                 
Paul Karsten        Vice President-General Manager   51    90,000            (1)           74,000   
Ed Stevenson        Production Manager               60    50,000            (1)           48,291   
James Oblizalo      Sales Manager                    48    65,000            (1)               --   
Richard Wagner      Purchasing Manager               41    50,000            (1)           46,430   
COLORADO DIVISION                                                                                   
Phillip Clark       Vice President-General Manager   56    90,000            (1)           76,000   
Mark Irving         Sales Manager                    31    70,000  up to max of $20,000        --   
Ron Arnett          Purchasing Manager               44    50,000  up to max of $25,000        --   
Hector Orozco       Production Manager               40    50,000  up to max of $25,000    42,687   

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                                                            BASE                            1993     
NAME                TITLE                            AGE*  SALARY            BONUS        EARNINGS   
                                                                                                     
CORPORATE                                                                                            
Harry Karsten       President and CEO                 53   200,000            (1)          205,416   
Robert Henry        Senior Vice President             52   100,000            (1)          126,399   
Frank Jacobs        Vice President -- Finance         48   100,000            (1)          109,708   
Robert Latimer      Vice President -- Manufacturing   51    90,000            (1)          135,240   
Bruce Stoyer        Executive Vice President          52   150,000            (1)          269,651   
Paul Astles         Director of Human Resources       49   100,000            (1)            7,692(2)
Scott Karsten       Director of Marketing             33    80,000            (1)           49,423   
Greg Avants         MIS Manager                       47    70,807  up to max of $5,000     68,488   
William Papa        Controller                        49    68,000  up to max of $5,000     62,238   
Mark Ezzo           Civil Engineer                    33    60,000  up to max of $5,000     55,723   
GOLDEN CIRCLE FINANCIAL SERVICES                                                                     
Sheri Wenz          Senior Vice President             41    90,000  up to max of $45,000    16,000(2)
William Capps       Vice President                    45    60,000  up to max of $6,000     10,000   
Brad Knapp          Director, Mortgage Finance        38    75,000  up to max of $7,500         --   

NOTES:                                                                          
1. A new compensation program was put in effect for these individuals on April  
   1, 1994 which increased their base salary and also gave them a chance to earn
a bonus of up to 50% of their base salary. The bonus is broken into three 
portions: (i) projected income from operations for their division; (ii)   
  reduction of price of Non-Conformance; (iii) Implementation of Total Quality
Program.                                                                  
2. Worked only portion of 1993.                                                 
* Age as of July 26, 1994                                                       
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SCHEDULE 4.11(B)
FRINGE BENEFIT PLANS
   The following sets forth the various benefit plans available to employees
of Golden West Homes and subsidiary.                                            
1. BONUS PLANS                                                                  
a. Officers:                                                                
Officers can earn a bonus up to 50% of their base salary if certain   
criteria are met as follows:                                          
(i) Projected profit levels                                         
(ii) Implementation of the Total Quality Management Program         
(iii) Reduction of Price of Non-Conformance (varies by individual)    
b. Key Employees:                                                           
Sacramento and Southern California                                    
    For these two divisions all managers, foremen, sales people can earn up to
     50% of their base salary determined on the same criteria as noted above for
officers.                                                             
Albany                                                                
The general manager, sales manager, purchasing manager and production 
     manager earn bonuses based on "Bonus Base Profit" [defined as income before
taxes, bonuses, 401(k) contribution and ESOP contribution].           
  Sales people, foremen, salaried service people, cost accountant are paid
based on monthly shipping volume.                                     
c. Hourly Production workers:                                               
These individuals can earn an hourly incentive based on reducing labor
costs below targeted pool levels.                                     
d. Other Salaried Employees:                                                
     Based on the position, these individuals can earn between $1,000 and $5,000
based on profits of the company and their individual efforts in       
implementing the total quality management process.                    
2. PROFIT SHARING PLANS                                                         
a. 401(k) Plan:                                                             
    The Company offers a 401(k) plan for all employees 21 years of age and who
  have a minimum of One year of continuous service. The Board of Directors
    approves the matching contribution and total company contribution. See the
plan document for further details.                                    
b. ESOP Plan:                                                               
   In January 1994, Golden West Homes formed an ESOP. For 1994, the Board of
    Directors approved an initial contribution of $100,000 plus 10% of pre-tax
profits for the year. See the plan document for further details.      
3. GROUP INSURANCE                                                              
The Company offers a comprehensive medical and dental plan for all full time
employees. Eligibility is the first of the month following 90 days of       
continuous service. See the plan booklet for further details. Employees are 
required to contribute a portion of the cost as follows:                    
a. Employee only coverage -- $35 per month.                                 
b. Employee plus dependent -- $135 per month.                               
The Company also offers, at no cost to the employee, term life insurance at 
different levels based on position and seniority. Certain employees have the
option to purchase additional life insurance.                               
The Company does not have a retired employee medical program.               
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4. VACATION                                                                     
The Company has a vacation pay policy based on seniority for all employees. 
  See the Employee Handbook, which is deemed to be part of this Schedule 4.11(b)
for details.                                                                
5. SEVERANCE PAY                                                                
The Company does not have a formal severance pay program.                   
6. DISABILITY INSURANCE                                                         
  Salaried employees are covered by a limited disability insurance program at no
 cost to them. They have the option to upgrade to a more comprehensive plan at
an additional cost.                                                         
7. DEFERRED COMPENSATION                                                        
In 1975, the Company established a deferred compensation plan for Harry     
Karsten, Robert Totten and Jerry Golden. The Plan was amended in 1988 which 
suspended any further deferrals. Upon conversion of up to $500,000 of the   
 individuals account balances into Golden West stock and payment of any excess
balances, the plan will terminate.                                          
8. STOCK OPTION PLAN                                                            
Golden West Homes 1994 Stock Option Plan serves as the successor equity     
incentive program to the 1990 Stock Option Plan for Executives and Key      
Employees. The new was Plan adopted by the Board of Directors on April 11,  
1994. All outstanding stock options and unvested share issuances under the  
Prior Plan have been incorporated into the Plan but will continue to be     
governed by the terms and conditions of the specific instruments evidencing 
those options and issuances. A total of 548,000 shares of Common Stock are  
available for issuance under the Plan, of which 377,000 shares are reserved 
for issuance under options presently outstanding under the Prior Plan, and  
171,000 shares are available for future option grants.                      
9. See the Employee Handbook for discussion of other benefit programs.          
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SCHEDULE 4.11(D)
FUNDING POLICIES
 I. The 401(k) Plan is funded by contributions by Golden West and its affiliates
to the trust established pursuant to the 401(k) Plan. Union Bank is the 
 trustee of the 401(k) Plan. Contributions to the trust are made by Golden
    West and its affiliates in accordance with the terms of the 401(k) Plan. The
assets of the trust currently consist of shares of Golden West preferred
stock and other investments, as discussed below.                        
The 401(k) Plan currently holds 65,000 shares of Golden West Preferred  
  Stock. The 401(k) Plan acquired the Preferred Stock upon the merger of The
Karsten Company into Golden West. In March 1993, shares of The Karsten  
  Company preferred stock were contributed to the 401(k) Plan by Golden West
 as part of its discretionary matching contribution to the 401(k) Plan for
the plan year ended December 31, 1993. The contribution of The Karsten  
   Company preferred stock to the 401(k) Plan was made at the direction of the
    Board of Directors of Golden West. The shares of Golden West Preferred Stock
   held by the 401(k) Plan (i) are voted by Union Bank and (ii) are valued for
   401(k) Plan purposes, including determining the value of contributed shares
at the time of contribution, by the Golden West Board of Directors.     
   The assets of the trust other than Golden West Preferred Stock are invested
   at the direction of Palley-Needleman Asset/Management, Inc. and Keim-Wilson
 Associates. Those assets are held in equity and debt securities and other
investments selected by the investment managers.                        
II. The ESOP is funded by contributions by Golden West and its affiliates to the
 trust established pursuant to the ESOP. Frank D. Jacobs is the trustee of
   the ESOP. Contributions are made in cash or property by Golden West and its
    affiliates to the trust in accordance with the terms of the ESOP. The assets
   of the trust are invested at the direction of the trustee. 31,200 shares of
  Golden West Common Stock were purchased by the ESOP from Harry E. Karsten,
Jr. in April 1994.                                                      
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SCHEDULE 4.11(E)
BENEFIT PLANS COMPLIANCE
I. The 401(k) Savings Plan of Golden West Homes (the "401(k) Plan") provides  
   that an employee must complete 365 days of service before becoming eligible
   to participate in the 401(k) Plan. An employee becomes a participant in the
    401(k) Plan on the first January 1 or July 1 on which the employee satisfies
the service requirement and certain other eligibility requirements. The 
   401(k) Plan further provides that a former employee who was not an employee
   on the first January 1 or July 1 on which the eligibility requirements were
satisfied will become a participant effective upon reemployment in an   
eligible position. Golden West recently determined that approximately 20
employees who satisfied the service requirement prior to terminating    
employment, and who had not become participants in the 401(k) Plan, were
    required to complete the service requirement upon reemployment. As a result,
those employees were not permitted to participate in the 401(k) Plan in 
accordance with the terms of the 401(k) Plan.                           
II. Golden West adopted The Employee Stock Ownership Plan of Golden West Homes
(the "ESOP") effective as of January 1, 1994. Golden West has not yet 
   applied for a determination letter from the Internal Revenue Service with
respect to the ESOP.                                                  
III. The ESOP purchased 31,200 shares of Golden West Common Stock from Harry E. 
  Karsten, Jr. in April 1994. Those shares were purchased from Mr. Karsten
pursuant to the Stock Purchase Agreement, dated as of April 25, 1994, 
    between Harry E. Karsten, Jr. and Frank D. Jacobs, as trustee of the ESOP.
    The ESOP paid $100,000 in cash for the shares. The value of the shares was
   not determined by an independent appraiser. Golden West intends to obtain
an independent appraisal of the value of the shares as of the date of 
purchase.                                                             
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    SCHEDULE 4.11(G)
     BENEFIT PLANS -- EFFECT OF MERGER
     I. Pursuant to the terms of the Deferred Compensation Plan, as amended, the
    participants will be electing to convert an aggregate of $500,000 of
     their account balances into Golden West Common Stock. The Merger will
       accelerate the date on which the shares of Golden West Common Stock are
issued and delivered to the participants.                       
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SCHEDULE 4.12(A)
REAL PROPERTY 

                                                        [Enlarge/Download Table]

LOCATION                ACRES  DESCRIPTION OF PROPERTY                                     
                                                                                           
3100 N. Perris Blvd.    19.1   Manufacturing facility consisting of two buildings of 72,000
Perris, CA 92571               and 53,000 square feet.                                     
2445 Pacific Blvd.,     11.1   Manufacturing facility consisting of 64,000 square feet.    
South Albany, OR 97321                                                                     
20870 Highway 34 East   15.0   Manufacturing facility consisting of 109,000 square feet.   
Fort Morgan, CO 80701                                                                      
451 S. Walnut Street     9.5   Land for future manufacturing plant.                        
Boise, ID 83712-8350                                                                       

ENCUMBRANCES
See schedule 4.12(b) and the matters listed on Exhibits A, B, C and D 
attached hereto, which are based on the following Title Reports already provided
to Oakwood:                                                                     

                                                        [Enlarge/Download Table]

PROPERTY LOCATION                           TITLE REPORT                   DATE ISSUED  
                                                                                        
Perris, California     Fidelity National Title Insurance Company         October 9, 1991
Albany, Oregon         First American Title Insurance Company of Oregon   April 26, 1991
Boise, Idaho           Stewart Title Commitment for Title Insurance         June 7, 1994
Fort Morgan, Colorado  Transamerica Title Insurance Company               March 16, 1994

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SCHEDULE 4.12(A)
LEASEHOLD INTERESTS 

                                                        [Enlarge/Download Table]

                                                                                          LEASE                     
       LOCATION              LANDLORD        ACRES       DESCRIPTION OF PROPERTY       EXPIRATION       OPTIONS     
                                                                                                                    
2500 Walnut S.W.         Winat Properties     12.0  Manufacturing facility consisting   11/30/99   Two, five-year   
Albany, OR 97321                                    of 81,000 square feet                          terms            
9998 Old Placerville Rd  Martin Mueller       10.0  Manufacturing facility consisting    4/30/96   One, five-year   
Sacramento, CA 95827                                of 06,000 square feet                          term             
1801 E. Edinger Ave.     Catellus                   Corporate offices of                 1/31/99   None             
Suite 240                Development                approximately 9,200 square feet                                 
Santa Ana, CA 92705                                 and approximately 2,600 square                                  
                                                    feet for Golden Circle Financial                                
                                                    Services                                                        
12331 Beach Blvd.        Foremost Motors,     1.1   Golden Homes -- Stanton Division    12/21/99   None             
Stanton, CA 90680        Inc.                       retail office and display center                                
                         (sub-lessor fee                                                                            
                         title to the real                                                                          
                         property is held                                                                           
                         by Orville                                                                                 
                         Heitkotter)                                                                                
1315 Yellowstone         Charles A. Moreno    2.25  Golden Homes --                      7/31/95   Nine, one-year   
Pocatello, ID 83201                                 Pocatello Division                             terms, first     
                                                    retail display center                          right of refusal 
21396 Highway 30         Joseph F.            2.25  Golden Homes --                     12/31/94   Ten, one-year    
Twin Falls, ID 83301     DiPietro           approx. Twin Falls Division                            terms. Option to 
                                                    retail display center                          purchase for     
                                                                                                   $225,000 expiring
                                                                                                   12/31/94         
Amalgam and Gold River   Dettling-Davis        .5   Mobile home storage                   month    None             
Rancho Cordova, CA                                                                      to month                    

LEASES BEING NEGOTIATED 
   1. Apartment for Bruce Stoyer, Executive Vice President, near Sacramento,
    California factory for approximately six months which is expected to
commence September 1994.                                        
  2. Office space in Corona, California, for product development group for
   one year term, with options to renew, which is expected to commence
September 1994.                                                 
3. Retail sales location in Idaho Falls, Idaho, expected to commence  
January 1995.                                                   
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EXHIBIT A 
(PERRIS, CALIFORNIA TITLE EXCEPTIONS) 
    1. Ad valorem real estate taxes for the current year and subsequent years,
which are not yet payable.                                                      
     2. Rights of way of public streets now existing and affecting the property.
    3. Matters shown on Record of Survey filed in Book 12, Page 20, Records of
Survey of Riverside County, California.                                         
4. Covenants, conditions and restrictions (deleting therefrom any     
restrictions based on race, color or creed) set forth in Instrument No.         
84-156197, Riverside County Public Records.                                     
    5. Rights of others pursuant to dedication statement on map of subdivision
shown on Parcel Map 23610 in the Riverside County Public Records.               
6. Matters which a correct survey and inspection of the property would
reveal including any rights, interests, or claims which may exist or arise by   
reason of the following facts shown on a survey plat entitled "A.L.T.A. Survey",
dated May 1991 prepared by Sanderson & Gutierrez Civil Engineers:               
1. The fact that a gasoline pump exists on said land.       
2. The fact that a natural gas meter exists on said land.   
        3. The fact that a fence exists inside the Westerly boundary of said
land.                                                                 
4. The fact that light stands exists on said land.          
          5. The fact that trees located along the eastern boundary of said land
are situated partly onto adjoining lands.                             
6. The fact that a water vault is located on said land.     
7. The fact that a sign board is located on said land.      
8. The fact that a GTE vault is located on said land.       
9. The fact that several manholes are located on said land. 
 10. The fact that several Edison Box is located on said land.
11. (Intentionally deleted)                                 
     12. The fact that several fire hydrants are located on said land.
13. (Intentionally deleted)                                 
         14. The fact that a fence located on Parcels 1 and 2 of said land and
 running on a general Southerly direction encroaches onto land adjoining
said land to the South.                                               
     15. The fact that a gate located between the common boundaries of
Parcels 1 and 2 is situated on said land.                             
      16. The fact that an interior fence running in a general East/West
direction crosses several parcels of said land.                       
7. Water rights, claims or title to water, whether or not shown by the
public records.                                                                 
     8. Easements granted by Golden West's predecessors in title to the property
which are not known to Golden West and are not shown by the public records.     
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EXHIBIT B 
(ALBANY, OREGON TITLE EXCEPTIONS) 
    1. Ad valorem real estate taxes for the current year and subsequent years,
which are not yet payable.                                                      
     2. Rights of way of public streets now existing and affecting the property.
  3. Easement for underground distribution lines in favor of Pacific Power
and Light Company recorded in MF Vol. 162, page 808 and rerecorded in MF Vol.   
226, Page 61, Linn County Public Records.                                       
     4. Easement for gas pipeline over westerly ten (10) feet of the property in
favor of Northwest Natural Gas Company recorded at MF Vol. 166, Page 429, Linn  
County Public Records.                                                          
 5. Easement for slope easements and drainage and drainage facilities in
favor of the State of Oregon Department of Transportation recorded in MF Vol.   
411, Page 970, Linn County Public Records.                                      
6. Trust Deed to U.S. Bank of Washington, N.A. for the benefit of U.S.
Creditcorp in the original principal amount of $938,000 recorded in MF Vol. 561,
Page 80, Linn County Public Records and Assignment of Leases and Rents recorded 
in MF Vol. 561, Page 84, said records.                                          
    7. Matters that would be revealed by a correct survey and an inspection of
the property which are not shown by the public records.                         
     8. Easements granted by Golden West's predecessors in title to the property
which are not known to Golden West and are not shown by the public records.     
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EXHIBIT C 
(BOISE, IDAHO TITLE EXCEPTIONS) 
    1. Ad valorem real estate taxes for the current year and subsequent years,
which are not yet payable.                                                      
2. Right of way of Madison Road.                                      
    3. Easement for ingress and egress in favor of Marilyn Rasgorshek, et al.,
recorded January 18, 1994 as Instrument No. 9401569 of the Canyon County Public 
Records.                                                                        
    4. Deed of Trust in the original principal amount of $93,100 from Harry E.
Karsten and Heather J. Karsten, husband and wife, to Pioneer Title Company of   
Canyon County for the benefit of Marilyn Rasgorshek et. al. dated January 11,   
1994 and recorded January 18, 1994 as Instrument No. 9401570.                   
    5. Matters that would be revealed by a correct survey and an inspection of
the property which are not shown by the public records.                         
     6. Easements granted by Golden West's predecessors in title to the property
which are not known to Golden West and are not shown by the public records.     
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EXHIBIT D 
(FORT MORGAN, COLORADO TITLE EXCEPTIONS)
    1. Ad valorem real estate taxes for the current year and subsequent years,
which are not yet payable.                                                      
   2. Reservation of right of the proprietor of any penetrating vein or lode
to extract his ore, in U.S. Patent recorded October 24, 1889 in Book 12 at page 
191.                                                                            
3. Right of way for road purposes as specified in that road petition  
recorded July 7, 1883 in Book 15 at page 1, said road to be not less than 60    
feet in width.                                                                  
4. Right of way for road purposes as specified in that road petition  
recorded July 12, 1892 in Book 15 at page 38, said road to be not less than 60  
feet in width.                                                                  
5. Undivided 1/2 interest in all oil, gas and other mineral rights,   
provided that the owner of the property shall have the sole and exclusive right,
at its discretion, to lease or initiate or cause production of any such mineral 
rights, as reserved by Clyde E. Barkley in Deed to the City of Fort Morgan,     
Colorado, a municipal corporation, recorded February 20, 1970 in Book 716 at    
page 653, and any and all assignments thereof or interests therein.             
6. Easement and right of way for roads, streets, ditches, pipelines,  
electric and telephone poles, lines and cables as are now or as shall hereafter 
be constructed thereon and therein, as reserved by the City of Fort Morgan,     
Colorado in Deed to Fort Morgan Industrial Foundation, Inc., recorded May 21,   
1970 in Book 717 at page 860, said easement to be within, upon, over and across 
the North 50 feet and the East 50 feet of the North 820 feet of the East 880    
feet of the SE 1/4 of Sec. 4, Twp. 3 N., Rge. 57 W. 6th P.M.                    
     7. Right of Way for road purposes as shown on the Fort Morgan Master Street
Plan, recorded September 1, 1981 in Book 5 at page 93.                          
8. Matters contained in East Platte Avenue Industrial Park Sanitation 
District Service Plan, recorded November 1, 1982 in Book 835 at page 556; and   
Plat of Proposed East Platte Avenue Industrial Park Sanitation District, part of
Section 4, Twp. 3 N., Rge. 57 West of the 6th P.M., recorded November 17, 1982  
in Book 835 at page 974.                                                        
    9. Right of way of the Southside Lateral and Reservoir Company ditch along
the East side of the SE1/4 of Sec. 4 referred to in Articles of Incorporation of
said company, filed May 20, 1897 in Special File #153.                          
     10. Right of way of the Platte Avenue Company ditch along the South side of
the County road on the North side of the SE1/4 of Sec. 4 referred to in Articles
of Incorporation of said company, filed June 30, 1898 in Special File #165.     
 11. Undivided 1/2 interest in all oil, gas and other mineral rights, as
conveyed by The City of Fort Morgan, Colorado in Mineral Deed to The Farmers    
State Bank of Fort Morgan, Fort Morgan, Colorado, Trustee, recorded September 1,
1977 in Book 774 at page 669, and any and all assignments thereof or interests  
therein.                                                                        
    12. Deed of Trust from GOLDEN WEST HOMES, a California corporation, to the
Public Trustee of the County of Morgan for the use of DOUGLAS H. HAWKINS        
securing the original principal amount of $850,000.00 dated March 14, 1994 and  
recorded March 15, 1994 in Book 965 at Page 588.                                
   13. Easement to Mountain Bell Telephone Company, recorded October 2, 1981
in Book 821 at page 502.                                                        
 14. Easement to Public Service Company of Colorado, recorded October 2,
1981 in Book 821 at page 514.                                                   
    15. Easement to Morgan County Rural Electric Association, recorded January
22, 1982 in Book 825 at page 656.                                               
   16. Easement to City of Fort Morgan, Colorado, recorded November 22, 1989
in Book 917 at page 513.                                                        
     17. Matters that would be revealed by a correct survey and an inspection of
the property which are not shown by the public records.                         
18. Easements granted by Golden West's predecessors in title to the   
property which are not known to Golden West and are not shown by the public     
records.                                                                        
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SCHEDULE 4.12(B)
PERMITTED ENCUMBRANCES

                                                        [Enlarge/Download Table]

                                                                         INTEREST    DUE                              
    INSTITUTION               DESCRIPTION              COLLATERAL          RATE     DATE           PAYMENT TERMS      
                                                                                                                      
Bond Holders/        Industrial Revenue Bonds to   Deed of Trust,        Variable    2011  Annual Installments of     
County of Riverside  purchase Perris facility      security agreement   (2.65% on          $200,000 from 1994 to 1996 
                                                   and cash collateral   7/19/94)          and $300,000 through 2011. 
                                                   account to support                                                 
                                                   Letter of Credit                                                   
                                                   issued by Wells                                                    
                                                   Fargo Bank                                                         
US Creditcorp        Mortgage to purchase the      Deed of Trust on       8.275%     2006  Monthly installments of    
                     Albany north facility         land and buildings                      $8,229 including interest. 
Wells Fargo Bank     Installment note to purchase  Security agreement   Prime plus   1998  Monthly installments of    
                     Lyon Series "B" Preferred     on all assets           .75%            $19,167 plus interest.     
                     stock                         except real                                                        
                                                   property                                                           
Douglas Hawkins      Seller carried financing to   Deed of Trust on        9.0%      1999  Monthly installments of    
                     purchase the Fort Morgan,     land and buildings                      $17,645 including interest 
                     Colorado facility                                                     plus $2300 impound for real
                                                                                           estate and property taxes. 
                                                                                           TOTAL                      

                      BALANCE                                                                                         
    INSTITUTION       6/25/94                                                                                         
                                                                                                                      
Bond Holders/                                                                                                         
County of Riverside                                                                                                   
                     $5,100,000                                                                                       
US Creditcorp                                                                                                         
                        890,858                                                                                       
Wells Fargo Bank                                                                                                      
                      1,034,998                                                                                       
Douglas Hawkins                                                                                                       
                        815,937                                                                                       
                     $7,841,793                                                                                       

See also Exhibit "A" attached hereto. 

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SCHEDULE 4.12(B) -- EXHIBIT A 
The encumbrances set forth on the following UCC filings are hereby    
incorporated by reference:                                                      

                                                                [Download Table]

STATE          FILE NUMBER          DATE FILED     
                                                   
California      91222298             10-17-91      
California      92045072             3-05-92       
California      93062515             3-29-93       
California      94039285             2-28-94       
California      94100484             5-19-94       
California      94105551             5-26-94       
California      91115425             5-28-94       
California      93173557             8-25-93       
California      93246959             12-08-93      
Idaho            614022              5-26-94       
Idaho            614247              5-27-94       
Colorado        942050698            7-07-94       
Nevada          92 03786             4-29-92       
                               (amended on 2-17-94)
Nevada          92 02781             3-22-93       
                               (amended on 7-26-94)

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SCHEDULE 4.12(C)
INVENTORY ENCUMBRANCES

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SECURED CREDITOR        DESCRIPTION                                                                                     
                                                                                                                        
Wells Fargo Bank        Security interest in all inventory as collateral for line of credit, letter of credit and term  
                        loan.                                                                                           
ITT Commercial Finance  Security interest in homes floor planned by ITT for Company retail locations (Golden Homes) to a
                        maximum of $750,000.                                                                            

See also 4.12(b) and the attachments hereto.                                    
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SCHEDULE 4.12(E)
GOLDEN WEST HOMES TRADEMARKS
AS OF JULY 21, 1994 

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TRADEMARK                    STATUS                                                                              
                                                                                                                 
GOLDEN ESTATE                Filed February 24, 1994; Serial No. 74/493,615; Official Action pending             
GOLDEN HOMES                 Filed April 1991; Serial No. 74/153,802; Statement of Use Filed September 20, 1993; 
                             Official Action pending                                                             
GOLDEN WEST                  U.S. Trademark Registration No. 928,158 granted February 1, 1972                    
GOLDEN WEST & Wagon Design   California Trademark Registration No. 44,557 granted April 3, 1965; Expires April 3,
                             1995                                                                                
GOLDEN WEST HOMES            U.S. Trademark Registration No. 1,780,300 granted July 6, 1993                      
GOLDEN WEST HOMES & Design   Filed January 30, 1992; Serial No. 74/241,789; Official Action pending              
VILLA WEST                   Re-filed February 25, 1994; Serial No. 74/494,434; Official Action pending          
"WE BUILD HOMES AND DREAMS"  U.S. Trademark Registration No. 1,648,163 granted June 18, 1991                     

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SCHEDULE 4.12(F)
MATERIAL CONTRACTS
1. Revolving Line of Credit Agreement and Note ("Line of Credit") dated March 
1, 1993 between Golden West and Wells Fargo Bank, National Association  
("Wells Fargo").                                                        
2. Letter Agreement dated November 1, 1993 amending Line of Credit.           
3. Letter Agreement dated December 15, 1993 amending Line of Credit.          
 4. Real Estate Note for $938,000 dated April 2, 1991 by Golden West in favor of
U.S. Creditcorp of Portland, Oregon ("U.S. Creditcorp").                
 4. Revision Agreement effective May 1, 1991 by Golden West and U.S. Creditcorp.
 5. Promissory Note for $850,000 dated March 14, 1994 by Golden West in favor of
Douglas H. Hawkins ("Hawkins").                                         
6. Commercial Contract to Buy and Sell Real Estate dated February 9, 1994     
between Golden West and Hawkins.                                        
7. Amendment to Commercial Contract to Buy and Sell Real Estate dated March 1,
1994 between Golden West and Hawkins.                                   
8. Loan Purchase Operating Agreement between Golden Circle Financial Services 
("Golden Circle") and Chemical Financial Services Corporation.          
9. Office Lease dated April 12, 1993 between Catellus Development Corporation 
("Catellus Development") and Golden West.                               
10. Lease Amendment dated November 3, 1993 between Catellus Development and     
Golden West.                                                            
11. Standard Industrial Lease dated May 5, 1988 and Lease Addendum (concurrently
executed) between GWH Holding Company ("GWH Holding") and Golden West.  
12. Second Lease Addendum dated November 16, 1989 between GWH Holding and Golden
West.                                                                   
13. Third Lease Addendum dated February 1991 between Martin Mueller and Ruth    
   Dixon Mueller, as Trustees for The Martin Mueller and Ruth Dixon Trust, and
Golden West.                                                            
14. Lease dated December 1, 1969 between Winat Properties and Golden West.      
15. Amendment to Lease dated March 21, 1989 between Winat Properties and Golden 
West.                                                                   
16. Second Amendment to Lease dated May 31, 1994 between Winat Properties and   
Golden West.                                                            
17. Retailer Manufactured Housing Financing Agreements.                         
18. Indemnification Agreements with Directors and Officers.                     
19. Series A Preferred Stock Purchase Agreements.                               
20. Manufactured Home-Manufacturers' Acquisition Program Agreement dated        
 February 18, 1992 between Bonneville Power Administration and Golden West
(for the Albany, Oregon manufacturing facility).                        
21. Manufactured Home-Manufacturers' Acquisition Program Agreement dated October
5, 1992 between Bonneville Power Administration and Golden West (for the
Sacramento, California manufacturing facility).                         
22. Amendment to Manufactured Home-Manufacturers' Acquisition Program           
Agreements.                                                             
23. Purchase and Sale Agreement between Golden West and Harry Karsten, Jr.      
24. Loan Agreement dated October 1, 1991 between Industrial Development         
Authority of the County of Riverside ("IDA") and Golden West.           
25. Reimbursement Agreement dated October 1, 1991 between Wells Fargo and Golden
West.                                                                   
26. First Amendment to Reimbursement Agreement dated November 1, 1993 between   
Golden West and Wells Fargo.                                            
27. Second Amendment to Reimbursement Agreement dated December 15, 1993 between 
Golden West and Wells Fargo.                                            
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28. Letter of Credit to Guarantee Payment to Bondholders dated October 15, 1991 
   by Golden West in favor of State Street Bank & Trust Company of California,
N.A.                                                                    
29. Stock Purchase Agreement dated November 16, 1993 between Golden West and GWH
Holding.                                                                
30. Trust Agreement Pursuant to the Employee Stock Ownership Plan of Golden West
Homes dated April 29, 1994 between Frank D. Jacobs and Golden West.     
31. Line of Credit/Promissory Note between Golden West Homes and Golden Circle  
Financial dated as of October 12, 1993.                                 
32. Repurchase agreements as described in Schedule 4.27.                        
33. Golden West has committed to pay approximately $200,000 in operating        
expenses and certain development costs of the Ocean Hills subdivision   
located in Waldport, Oregon.                                            
34. Golden West has committed to loan $150,000 to Golden Pacific Homes in       
  Portland Oregon, secured by dealer bonus, to establish an exclusive Golden
West sales location in Yakima, Washington. In connection with this loan,
    Golden West will be granted an option to purchase a one-half interest in the
dealership for forgiveness of the debt.                                 
35. Letter Agreement dated June 2, 1994 amending Line of Credit.                
36. Stock Purchase Agreement dated as of April 25, 1994 between Harry E.        
Karsten, Jr. and Frank D. Jacobs as trustee of the Golden West ESOP.    
37. Lease Amendment dated as of June 1, 1994 between Catellus Development       
Corporation and Golden West Homes (Santa Ana Property).                 
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SCHEDULE 4.13 
ENVIRONMENTAL MATTERS 
I. The information and disclosures contained in the following Phase I Reports 
and Preliminary Site Assessment Reports concerning the Golden West      
Properties previously supplied to Oakwood and in the Phase II Reports   
 currently being prepared by Oakwood are hereby incorporated by reference:
  A. Preliminary Site Assessment Report for the Perris, CA property prepared
by Hekimian & Associates, Inc. and dated April 25, 1991.          
      B. Soil and Asbestos Sampling Laboratory Test Results for the Perris, CA
        property prepared by Hekimian & Associates, Inc. and dated April 25,
1991.                                                       
        C. Phase I Environmental Assessment for the Fort Morgan, CO property
            prepared by Colorado Groundwater Resource Services, Inc. and dated
March 8, 1994.                                        
        D. Phase I Environmental Assessment for the Nampa, ID property
        prepared by Chen-Northern, Inc. and dated December 1993.
             E. Preliminary Site Characterization for Suspect Contaminants
                 for the Albany, OR property prepared by Northwest Envirocon
and dated April 15, 1991.                 
            F. Phase I Environmental Assessment for the Albany, OR
                    property prepared by Northwest Envirocon and dated March
27, 1991.                           
                      G. Phase I Environmental Assessment for the Sacramento, CA
                    property prepared by Northwest Envirocon and dated
September 22, 1993.           
                    H. Final Site Inspection Report for the Mather Air
                         Force Base, California prepared by IT Corporation
and dated August 1990.  
II. Certain small underground tanks were removed from the Perris and Fort     
Morgan properties when Golden West first took possession of these     
properties.                                                           
III. Environmental Claims (see also Schedule 4.18):                             
A. Golden West Homes v. Citizens for a Better Environment             
      (Bullet) Potential future filing of a claim for violation of Section 313
             of the Emergency Planning and Community Right-To-Know Act, 42
                U.S.C. (section mark) 11023. Current claim by CBE concerning the
             failure to File Form Rs at the Moreno Valley facility for the
             years 1988 through 1991 is in the final stages of settlement.
                B. Rio Bravo Facility (formerly know as Rio Bravo Waste Disposal
Facility)                                 
                  A claim was generated by a PRP Group regarding the
         clean-up of the Rio Bravo Facility. Golden West was
                unilaterally placed in a tier IV liability grouping by the
                 PRP Group. Ultimately, Golden West's liability as a Tier IV
            group member was approximated to be between $75,000 to
                   $90,000. Rather than defending the lawsuit brought by the PRP
       Group, Golden West elected to join the PRP Group.
                    The PRP Group approached all Tier IV, V and VI group
               members about settling their respective liability. Golden
             West agreed to this in exchange for payment of $75,000.
                  Shaffer, Gold & Rubaum, counsel for Golden West, was able to
              persuade one of Golden West's insurance carriers to take
                responsibility for the claim and to pay the entire $75,000
liability.                                
                       The release executed by Golden West in conjunction with
                  its resolution with the PRP Group specifically provides that
                 the settlement relates solely to the remediation of the Rio
                  Bravo facility and not any personal injury claims that might
               be filed by third parties. Shaffer, Gold & Rubaum has had
               discussions with the lead attorney for the PRP Group, who
               stated that, to date, no claim or threatened claim by any
                 third party has arisen in connection with the contamination
of the Rio Bravo facility.                
    C. Note: The Phase I report concerning the Sacramento, California property
  contains certain disclosures regarding the possibility of jet fuel
   contamination of that Golden West property from the adjacent United
States Air Force Base.                                          
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FORK 93                                                                         
SCHEDULE 4.14 
GOLDEN WEST HOMES 
SCHEDULE OF LEASES
LEASED FORKLIFTS

                                                        [Enlarge/Download Table]

                                                                                                   PAYMENTS
VENDOR                     DIVISION    CONTROL#       MODEL       SERIAL#          RATE/MO  TERM     MADE  
                                                                                                           
Clark Credit Corporation  Albany      504,437    GPX30 Forklift   79-9234          $495.00  24 mo      2   
Clark Credit Corporation  Albany      504,421    GPX25 Forklift   36-9234          585.00   24 mo      3   
Clark Credit Corporation  Albany      504,422    GPX30 Forklift   35-9234          495.00   24 mo      3   
Clark Credit Corporation  Albany      504,423    GPX30 Forklift   34-9234          495.00   24 mo      3   
Clark Credit Corporation  Albany      504,424    GPX30 Forklift   33-9234          495.00   24 mo      3   
Clark Credit Corporation  Albany      504,432    GPX30 Forklift   74-9234          495.00   24 mo      3   
Clark Credit Corporation  Albany      504,433    GPX30 Forklift   75-9234          495.00   24 mo      3   
Clark Credit Corporation  Albany      504,434    GPX30 Forklift   76-9234          495.00   24 mo      3   
Clark Credit Corporation  Albany      504,435    GPS30 2 Speed    68-9270          875.00   24 mo      3   
Clark Credit Corporation  Albany      504,436    GPX30 Forklift   78-9234          495.00   24 mo      2   
Nationwide Credit         So Cal      N-5161FP   Komatsu FG30G11  491731a          364.87   60 mo      1   
Nationwide Credit         So Cal      N-5409FP   Komatsu FG30G11  491418a          364.87   60 mo      1   
Clark Credit Corporation  So Cal      463,767    CLK C500YS80     7685-09337575    878.00   60 mo     28   
Clark Credit Corporation  So Cal      468,354    C500YS80         Y685-04349215    862.45   60 mo     10   
Clark Credit Corporation  Sacramento  504,330    CLK C500YS80     C500Y-0365-9215  795.00   60 mo      1   
Clark Credit Corporation  Sacramento  458,563    GPS-30-Forklift  140-7615         777.23   60 mo     40   
Clark Credit Corporation  Sacramento  504,220    GPX30-Forklift   45-9232          638.00   60 mo      4   
Clark Credit Corporation  Sacramento  504,221    GPX30-Forklift   66-9232          638.00   60 mo      4   
Crown Credit Company      Colorado    NA         Komatsu FG30G11  491695A          603.49   60 mo      1   
Crown Credit Company      Colorado    NA         Komatsu FG30G11  491740A          603.49   60 mo      1   
  Total                                                                                                    

LEASED SERVICE TRUCKS 

                                                                [Download Table]

VENDOR        DIVISION    ID#    PAYMENT  RATE/MO.  EXPIRES   STATUS
                                                                    
Hertz/Penske   So Cal   134,485  $24.00   $944.06  03-Jan-98        
Hertz/Penske   So Cal   134,486   24.00    944.06  03-Jan-98        
Hertz/Penske   So Cal   134,487   24.00    944.06  17-Jan-98        
Hertz/Penske   So Cal   134,490   24.00    944.06  20-Jan-98        
  Total                                                             

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SCHEDULE 4.15 AND 6.2(C)(IV)
CAPITAL EXPENDITURES
JUNE 25, THRU DECEMBER 31, 1994 
OPEN APPROPRIATIONS 

                                                        [Enlarge/Download Table]

                                                                               APPROX.    EXPENDITURE
                                                                    TOTAL    EXPENDITURE    10/1/94  
                                                                    SPENT     PRIOR TO       THRU    
  DATE      DIVISION  APPR #         DESCRIPTION          AMOUNT    6/25/94    9/30/94     12/31/94  
                                                                                                     
30-Jun-94  Albany             Albany Plant Expansion       750,000              125,000     625,000  
30-Jun-94  Ft Morgan          Plant Set Up & Equipment     725,000  13,152      711,848           0  
30-Jun-94  G Circle           Coin Software                 50,000               50,000           0  
30-Jun-94  G Circle           Mortgage Ware Software        26,000               26,000           0  
30-Jun-94  G Circle           Computers & Equipment         34,000               34,000           0  
30-Jun-94  G Circle           Furniture                     34,200               34,200           0  
30-Jun-94  GLD Homes          Start Up Idaho Falls         160,000               10,000     150,000  
30-Jun-94  So Cal             Water Purification System     30,000                           30,000  
03-Jun-94  Various            Other (Under $25,000)        154,354              154,354           0  
                                                         1,963,554  13,152    1,145,402     805,000  

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SCHEDULE 4.16 
ARMS-LENGTH TRANSACTIONS
I. Certain Transactions:                                            
    A. In June 1994, Golden West entered into a real estate purchase
     agreement with Harry E. Karsten, Jr. whereby Mr. Karsten is
          obligated to sell approximately 9.5 acres of land in Idaho for a
           cash price of approximately $43,000. In addition, pursuant to the
          purchase agreement, the Company will assume a promissory note in
         the amount of $93,100 which is secured by a first deed of trust
            encumbering the property. The promissory note bears interest at 8%
      and is due in two equal installments on January 17, 1995 and
            January 17, 1996. Mr. Karsten originally acquired the land from an
             independent third party in January 1994 for approximately $133,000.
      B. In April 1994, Golden West contributed $100,000 to its Employee
        Stock Ownership Plan, which funds were used to purchase 31,200
         shares of Golden West Common Stock from Harry Karsten, Jr. at a
purchase price of $100,000 or $3.21 per share.        

     II. Golden West loaned $20,000 to Robert C. Latimer, an officer of Golden
       West. The loan is secured by 10,400 shares of Golden West Preferred
Stock owned by Mr. Latimer.                                 

III. See Schedule 4.3 for a listing of affiliations and business      
         relationships of officers, directors and shareholders of Golden West.
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SCHEDULE 4.17 
COMPLIANCE EXCEPTIONS 
Except for those situations or circumstances discussed in Schedules   
4.11(e), 4.13 and 4.18, no compliance exceptions have been noted.               
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SCHEDULE 4.18 
LITIGATION
PENDING LITIGATION                                                              
1. GOLDEN WEST HOMES ADV. THE MOBILE HOME PLACE                       
Superior Court of California, County of Tuolumne                
Case No. CV-036522                                                
2. GOLDEN WEST HOMES ADV. CITIZENS FOR A BETTER ENVIRONMENT ("CBE")   
United States District Court -- Central District of California  
(Complaint and Consent Decree will be filed simultaneously)     
3. GOLDEN WEST HOMES ADV. FE VILLADOR                                 
California State Division of Labor Standards                    
Case No. 18-20715-002-520/608                                     
4. GOLDEN WEST HOMES ADV. MICHELLE R. ANDERSON                        
Oregon Bureau of Labor & Industries                             
Case No. EE-EM-SX-940502-4367                                     
THREATENED LITIGATION                                                           
1. GOLDEN WEST HOMES -- SUE KNIGHT                                    
Potential fire loss claim in Granbury, Texas                    
2. GOLDEN WEST HOMES -- JOAN MCGARRY                                  
 Possible trip and fall personal injury subrogation claim -- Santa
Barbara, California                                             
3. GOLDEN WEST HOMES -- SHANNON L. GRISSOM                            
Attorney's demand letter dated July 7, 1994 for alleged unlawful
    employment practice demanding back wages and reinstatement to former
position                                                        
See Schedules 4.13 and 4.26 for additional litigation and claims and  
Schedule 4.28 for additional potential litigation, claims and material loss     
contingencies.                                                                  
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SCHEDULE 4.22 
BROKERS 
Break-up fee due Wedbush-Morgan Securities as discussed in Article 3.8
"Transaction Expenses".                                                         
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SCHEDULE 4.24 
BANK ACCOUNTS 

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DESCRIPTION               BANK                 ACCOUNT NO.  AUTHORIZED SIGNERS                
GOLDEN WEST HOMES:                                                                            
                                                                                              
So. Cal. Imprest          Wells Fargo          4602-056582  H. Karsten*                       
                          Santa Ana, CA                     F. Jacobs*                        
                                                            C. Latimer* $10,000 limit         
                                                            J. Carrasco* $10,000 limit        
                                                            J. Brean**                        
                                                            P. Patterson**                    
                                                            W. Dennis**                       
Albany Imprest            Wells Fargo         4602-0556608  H. Karsten*                       
                                                            F. Jacobs*                        
                                                            B. Stoyer* $10,000 limit          
                                                            R. Van Zyl* $10,000 limit         
                                                            C. Fuller**                       
                                                            K. Hood**                         
                                                            G. Berndt**                       
Albany Depository         Key Bank of Oregon     60-1929    H. Karsten*                       
                          P.O. Box 399                      F. Jacobs*                        
                          Albany, OR 97321                  R. Henry*                         
                          (503) 967-6830                                                      
Sacramento Imprest        Wells Fargo          4602-056590  H. Karsten*                       
                                                            F. Jacobs*                        
                                                            B. Stoyer* $10,000 limit          
                                                            A. Karsten* $10,000 limit         
                                                            E. Stevenson**                    
                                                            J. Oblizalo**                     
                                                            Wagner**                          
Ft. Morgan Imprest        Wells Fargo          4602-113151  P. Clark* $10,000 limit           
                                                            H. Karsten*                       
                                                            F. Jacobs*                        
                                                            M. Irving**                       
                                                            H. Orozco**                       
                                                            R. Arnett**                       
CORPORATE ACCOUNTS:                                                                           
General Disbursement      Wells Fargo          4602-056665  H. Karsten*                       
                                                            F. Jacobs*                        
                                                            R. Henry*                         
                                                            W. Papa $100,000 limit            
Depository                Bank of America      14589-1666   H. Karsten*                       
(dealer direct deposits)  Costa Mesa                        F. Jacobs*                        
                                                            R. Henry*                         
Concentration             Wells Fargo          4602-056327  H. Karsten*                       
                                                            F. Jacobs*                        
                                                            R. Henry*                         
Hourly Payroll            Wells Fargo          4602-056301  H. Karsten*                       
                                                            F. Jacobs*                        
                                                            R. Henry*                         
Salaried Payroll          Wells Fargo          4602-056319  H. Karsten*                       
                                                            F. Jacobs*                        
                                                            R. Henry*                         
Workers Comp              Wells Fargo          4602-056335  Mark Foler* of Gates McDonald     
(self-insured)                                              Ellen Ramlet* of Gates McDonald   
                                                            Carolyn Wallace* of Gates McDonald
Golden West Emp.          Wells Fargo          4602-056343  H. Karsten*                       
Benefit Trust                                               F. Jacobs*                        
(self-insured)                                              R. Henry*                         

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                                                                [Download Table]

DESCRIPTION  BANK  ACCOUNT NO. AUTHORIZED SIGNERS
                                                 
                                                        [Enlarge/Download Table]
                                                                                                                  
SPECIALTY ACCOUNTS:                                                                                               
Overland Tax Free          Wells Fargo             64-77735665  H. Karsten*                                       
                                                                R. Henry*                                         
                                                                F. Jacobs*                                        
Overland Sweep             Wells Fargo             4602-056327  F. Jacobs*                                        
                                                                H. Karsten*                                       
                                                                R. Henry*                                         
GOLDEN CIRCLE FINANCIAL SERVICES:                                                                                 
Overland Sweep             Wells Fargo             4417-810447  H. Karsten* to $75,000 over need another signature
                                                                F. Jacobs* to $75,000 over need another signature 
                                                                S. Wenz* to $75,000 over need another signature   
                                                                R. Henry* to $75,000 over need another signature  
                                                                W. Papa* to $75,000 over need another signature   
General Account            Wells Fargo             4660-022799  H. Karsten* to $75,000 over need another signature
                                                                F. Jacobs* to $75,000 over need another signature 
                                                                S. Wenz* to $75,000 over need another signature   
                                                                R. Henry* to $75,000 over need another signature  
                                                                W. Papa* to $75,000 over need another signature   
GOLDEN HOMES:                                                                                                     
Golden Homes               Wells Fargo             4602-102642  H. Karsten* up to $100,000                        
General Account                                                 R. Henry* up to $100,000                          
                                                                F. Jacobs* up to $100,000                         
                                                                W. Papa* up to $100,000                           
Golden Homes-Imprest       First Interstate         32017495    R. Henry*                                         
Pocatello                  950 Yellowstone Avenue               F. Jacobs*                                        
                           P.O. Box 57                          B. Nelms*                                         
                           Boise, ID 83757-0032                                                                   
Golden Homes-Imprest Twin  First Interstate         22034472    F. Jacobs*                                        
Falls                      113 Main Avenue West                 B. Nelms*$2,500 limit                             
                           P.O. Box 57                          D. Hoyer*$2,500 limit                             
                           Boise, ID 83757-0022                 R. Henry*                                         
Golden Homes               First Interstate         32017509    F. Jacobs*                                        
Deposit Account            950 Yellowstone Avenue               R. Henry*                                         
Pocatello                  P.O. Box 57                                                                            
                           Boise, ID 83757-0032                                                                   
Golden Homes               First Interstate         22034499    F. Jacobs*                                        
Deposit Account            113 Main Avenue West                 R. Henry*                                         
Twin Falls                 P.O. Box 57                                                                            
                           Boise, ID 83757-0022                                                                   

* Indicates single signer.                                                    
** Indicates that two signatures are required.                                  
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SCHEDULE 4.25 
GOLDEN WEST HOMES, INC. 
SCHEDULE OF INSURANCE POLICIES

                                                        [Enlarge/Download Table]

DESCRIPTION                             TERM           COMPANY         POLICY NUMBER         PREMIUM        
                                                                                                            
PROPERTY                            5/1/94-95    Zurich American     CPO 7982469                  $ 316,001.
Buildings $8,952,075.                                                                                       
Contents $6,110,000.                                                                                        
Business Income $4,350,000.                                                                                 
Boiler & Machinery $5,000,000.                                                                              
GENERAL LIABILITY                   5/1/94-95    Zurich American     CPO 7982469      Included with property
                                                                                              premium above.
$2,000,000. Gen Aggregate                                                                                   
$2,000,000. Product Aggregate                                                                               
$1,000,000. Ea. Occurrence                                                                                  
$1,000,000. Pers. & Adv. Liab.                                                                              
$300,000. Fire Damage Limit                                                                                 
$5,000. Medical Expenses                                                                                    
$1,000,000. Employee Benefits Liab.                                                                         
AUTOMOBILE                          5/1/94-95    Zurich American     BAP 7982470                  $  49,945.
$1,000,000. Liability                                                                                       
$1,000,000. Uninsured Motorist                                                                              
$5,000. Medical Payments                                                                                    
$500. Comprehensive Deductible                                                                              
$500. Collision Deductible                                                                                  
UMBRELLA                            5/1/94-95    Hartford Specialty  72 HUSL 0789                 $ 120,000.
$14,000,000. Aggregate                                                                                      
$14,000,000. Ea. Occurrence                                                                                 
$10,000. Self Insured Retention                                                                             
WORKERS COMP                        5/1/94/95    Firemans Fund       720KWP 80640479             $1,988,208.
                                                                                                   Estimated
$1,000,000. Ea. Accident                                                                                    
$1,000,000. Policy Limit                                                                                    
$1,000,000. Ea. Employee                                                                                    
D.I.C.                              5/1/94-95    Associated Int'l    IM312077                     $  15,410.
$5,000,000. Loss Limit                                                                                      
PENSION BOND                        5/24/93-96   Hartford Insurance  57 CBB HB9076                $     300.
                                                                                                3 Yr Prepaid
MFG. HOUSING BONDS                                                                                          
Arizona                             12/24/93-94  Aetna               83S100729088                 $     400.
Idaho                               12/31/93-94  Aetna               83S100729109                 $     400.
Washington                          1/1/94-95    Aetna               83S100730213                 $     800.
New Mexico                          9/1/93-95    Aetna               83S100770716                 $   1,000.
Idaho                               12/31/93-    Aetna               83S100789195                 $     400.
                                    12/31/94                                                                
Arizona                             12/24/93-    Aetna               83S100729107                 $     400.
                                    12/24/94                                                                
Arizona                             1/28/94-     Aetna               83S100795661                 $     100.
                                    1/28/95                                                                 
California                          5/14/94-     Aetna               83S100814042                 $     100.
                                    5/14/95                                                                 
Idaho                               12/31/93-    Aetna               83S100826472                 $     400.
                                    12/31/94                                                                
Idaho                               1/25/94-     Aetna               83S100858661                           
                                    12/31/95                                                                
Oregan                              5/25/94-     Aetna               83S100881980                           
                                    5/25/95                                                                 

LIFE INSURANCE                                                                  
Golden West Homes is the beneficiary of a $4,000,000 life insurance policy on   
Harry Karsten, Jr.                                                              
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SCHEDULE 4.26 
PRODUCT WARRANTY MATTERS
PENDING LITIGATION                                                              
1. Haberman/Bozier v. Pulliam Properties, et al.                                
Superior Court of California, County of Orange                            
Case No. 674372                                                           
2. Golden West Homes adv. Woodward                                              
Tehama County, California Justice Court                                   
Case No. 5841                                                             
3. Golden West Homes adv. Mike & Phyllis Reed                                   
Superior Court of Washington, County of Snohomish                         
Case No. 94-2-00306-1                                                     
THREATENED LITIGATION                                                           
1. Golden West Homes -- Bill Wilson                                             
Potential warranty -- defects claim in Billings, Montana                  
See also Schedule 4.13 and 4.18 for additional litigation and claims            
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SCHEDULE 4.27 
WARRANTY
GENERAL DESCRIPTION                                                             
    Golden West Homes has historically offered a one year warranty. On May 15,
1994, the company introduced a five year warranty which is comprised of a one   
year comprehensive warranty and the remaining four years limited to certain     
structural defects. Copies of the warranty are attached.                        
    Golden West has always believed in customer satisfaction and, as a result,
has a history of offering warranty service beyond the specific warranty period. 
For example, situations have arisen when a home was just past the warranty      
period, the customer had a legitimate complaint, and Golden West repaired the   
home. Also, Golden West has made the necessary repairs even though a home was   
well past the warranty period (i.e. five years) and the problem was probably but
not clearly the responsibility of the manufacturer.                             
   A specific example of the foregoing is when the company repaired roofs on
homes well beyond the warranty period where there was moisture in the roof      
cavity which could have been caused by improper set-up (leaks, etc.) or a tear  
in the vapor barrier. In 1993, Golden West made seventeen such roof repairs at  
an approximate cost of $47,000, and in 1994 through July, five additional homes 
were repaired. As of August lst, no homes in the service backlog required this  
type of repair.                                                                 
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IMPORTANT INFORMATION 
ABOUT YOUR GOLDEN WEST
FIVE YEAR WARRANTY PROGRAM
After Homes and Weekend 
Emergency Warranty Repair Number: 
1-800-822-8087
THE HOMES OF GOLDEN WEST                                                        
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GOLDEN WEST HOMES 
FIVE-YEAR WARRANTY PROGRAM

FROM ITS VERY FIRST HOME IN 1965, GOLDEN WEST HOME'S REPUTATION FOR   
QUALITY, DESIGN AND VALUE HAS BEEN EVIDENT IN THE MORE THAN 70,000 HOMES THE    
COMPANY HAS BUILT. WE TAKE PRIDE IN THE TECHNOLOGY, INNOVATION AND TEAM WORK    
THAT GOES INTO EVERY HOME WE BUILD. IT IS THIS PRIDE AND RESPECT FOR OUR        
CUSTOMERS THAT SETS GOLDEN WEST APART.                                          

 SIMPLY PUT, GOLDEN WEST GUARANTEES ITS PRODUCTS AND WORKMANSHIP AGAINST
DEFECTS.                                                                        
GENERAL WARRANTY INFORMATION
   Your warranty will begin on the date of original delivery of your home by
an Authorized Golden West Retailer.                                             
    Under the terms of the warranty your new home will be repaired at the site
of your home without charge for parts or labor. It is your obligation to provide
Golden West with written notice immediately after you discover any defect in    
your home.                                                                      
    Golden West will contact you to arrange a time for the repairs to be made.
Your presence may be required at your home when the repairs are completed to    
assure your satisfaction.                                                       
THAT IMPORTANT FIRST YEAR 
 Golden West Homes warrants your new home to be free from defects in all
materials and workmanship during that all important first year.                 
     Certain equipment and materials installed in your home are warranted by the
original manufacturer of the equipment or materials which provides its warranty 
and service directly for your benefit, and these items are not covered by your  
Golden West warranty. Such items include roofing and siding materials,          
appliances such as furnaces, refrigerators and water heaters and windows.       
  Cosmetic defects identified after your move-in will be attributed to the
moving of your possessions into the home and will not be covered by the         
warranty.                                                                       
YEARS TWO THROUGH FIVE
Your new home is warranted against substantial defects in its basic   
structure for five (5) years from the date of original delivery to you.         

 The "basic structure" consists of the chassis, subfloor structure, wood
framing inside interior and exterior walls, roof structure or roof rafters (not 
including exterior roof coverings, wall and floor covering and finishes), gas   
and water plumbing, (not including toilets, faucets and fixtures), and          
electrical wiring, (not including circuit breakers, receptacles, switches and   
lighting fixtures).                                                             

WHAT IS NOT INCLUDED
Golden West Homes 5-Year Warranty does not cover:                     
   Damage due to abuse, misuse, negligence, accidental damage, damage caused
by the move-in process, and normal wear to any surfaces, including floor        
coverings, countertops, walls, doors, and cabinetry, or finishes of wall,       
ceilings or exterior coverings, drywall cracks due to settling of home.         
Normal deterioration due to wear or exposure.           
           Damage due to any changes, remodeling or modifications of the home.
Draperies, furniture, tires, wheels or axles.           
    Appliances or accessories covered by original manufacturer's
warranties.                                             
           Defects caused by transportation, improper installation or leveling
of the home, or soil conditions at the homeowner's site.
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   Defects caused by servicing, modifications, improvements or
  alterations to your home by anyone other than Golden West.
        Defects caused by kerosene heaters, wood burning stoves or other
types of fuel burning appliances.                       
 Damage resulting from failure to carry out your homeowner
     responsibilities contained in Golden West Homes' Homeowner or
Installation Manuals.                                   
          Loss of time, inconvenience, commercial loss, loss of use of home,
         incidental charges such as telephone charges, lodging expenses or
any other incidental or consequential damages.          
Any home located outside the United States.             
  The Golden West 5-Year Warranty is not transferable to any
subsequent purchasers of your new home.                 
RESPONSIBILITIES OF EACH PARTY
HOMEOWNER'S RESPONSIBILITIES                                                    
     You should familiarize yourself with your home by first inspecting the home
and listing those defects you consider in need of correction. Immediately       
contact your authorized Golden West Retailer for corrections as required.       
Read your Homeowner Manual and fill out all applicable warranty and   
registration cards. When contacting Golden West, it is necessary for you to     
provide your new home serial number and the name of the Retailer from whom it   
was purchased.                                                                  
RETAILER'S RESPONSIBILITIES                                                     
The Retailer from whom you purchased your home is an independent      
organization who is authorized to sell Golden West Homes. The two independent   
companies work together to assure customer satisfaction. The Retailer is not    
authorized to make representations concerning your home on behalf of Golden     
West.                                                                           
The Retailer is responsible for coordinating the transportation,      
installation, the pre-occupancy inspection, and, if necessary, performing minor 
repairs and adjustments to your home. Golden West is not responsible for defects
or damages to your home caused by the Retailer.                                 
     The Retailer is responsible for coordination of repairs required to correct
defects in any amenities or services provided by the Retailer or other third    
parties, such as, but not limited to, air conditioning, side-built garages,     
patios, awnings, room additions, etc. In the event that the homeowner hires     
his/her own contractor without approval from the Retailer, the Retailer will not
be liable.                                                                      
MANUFACTURER'S RESPONSIBILITIES                                                 
    Upon receipt of prompt notification following discovery by the Retailer or
homeowner of a substantial defect covered by this warranty, Golden West will    
repair the defect or take other reasonable action as required at no cost to you.
HOW DO I OBTAIN WARRANTY SERVICE? 
TO OBTAIN INITIAL WARRANTY SERVICE                                              
Immediately after your discover a defect in your home, contact your   
authorized Golden West Retailer who is responsible for initial adjustments      
required after installation, minor repair and other warranty service.           
    Please allow the Retailer and/or Golden West factory service adequate time
to schedule your appointment, gather necessary materials, and address your      
service needs.                                                                  
   If, after a reasonable time, your Retailer or Golden West Factory Service
Department has not been responsive to your needs, you should contact the General
Manager of the factory where your home was built.                               
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SPECIAL NOTICE
         This Golden West Warranty applies only to the original home buyer
       and only so long as the home is located at the original site of
installation.                                           
            If you reside in a state that does not allow some of the limitations
        or exclusions expressed herein, all other stated limitations and
exclusions are applicable.                              
           Any implied warranty of merchantability or fitness for a particular
        purpose applicable to the items or components covered by the one
            year express warranty is limited in duration to the one-year period.
        This warranty gives you specific legal rights, and you many also
have other rights which may vary from state to state.   
            The remedies provided in this warranty are the homeowner's exclusive
          remedies. The manufacturer is not responsible for any undertaking,
      representation or warranty made by a retailer or other person.
   GOLDEN WEST HOMES IS A "CUSTOMER-DRIVEN EMPLOYEE-OWNED" COMPANY DEDICATED
TO PROVIDING THE HIGHEST QUALITY HOMES AND SERVICES AVAILABLE. EACH AND EVERY   
ONE OF US KNOWS THAT OUR FUTURE SUCCESS IS DETERMINED BY HOW WELL WE SATISFY    
EVERY HOMEOWNER.                                                                
WELCOME TO SATISFACTION! WELCOME TO GOLDEN WEST!                      
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SCHEDULE 4.27 
REPURCHASE AGREEMENTS 
Golden West Homes is contingently liable under terms of repurchase    
agreements with most financial institutions providing inventory financing for   
retailers of Golden West products. Repurchase agreements have been executed with
the following institutions which finance the majority of Golden West's retailers
products:                                                                       
ITT Commercial Finance                                          
Transamerica                                                    
Bombardier                                                      
Ford Consumer Finance                                           
Green Tree                                                      
  Golden West has also executed internally developed or mutually agreeable
repurchase agreements, if required by local banks or other institutions         
providing financing for company retailers.                                      
  These arrangements, which are customary in the industry, provide for the
repurchase of products sold to retailers in the event of default on payments by 
the retailer.                                                                   

SERVICE ARRANGEMENT                                                             

  Golden West has a service arrangement to replace defective siding panels
for Cladwood, the manufacturer of the panel. Approximately 125 homes have been  
identified with defective panels, of which 90 have been repaired to date. The   
remaining 30 homes are scheduled to be repaired during the next several months. 
Golden West is using three crews to independent contractors to perform the      
repairs and Cladwood has reimbursed all costs associated with the repairs.      
Cladwood has identified and corrected the problem with their siding panels.     

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SCHEDULE 4.28 
DEALER AGREEMENTS 
GENERAL DESCRIPTION                                                             
Sales of Golden West homes are generally created through the following
channels of distribution:                                                       
2. Retailers with one or more sales lots.                   
3. Retailers who are also involved in development.          
         4. Subdivisions or rental communities who sell exclusively within the
development.                                                          
          5. A small portion is generated through sales to "non-stocking" resale
dealers, in-fill developers and foreign countries.                    
    Certain retailers elect to sell Golden West products exclusively. However,
all terms and conditions are the same as for non-exclusive retailers.           
     The establishment of retail distribution has evolved over time. Market area
boundaries are generally known and the majority of the agreements between       
manufacturer and retailer are verbal. It is the exception rather than the rule  
to have a formalized written document outlining the terms and conditions of the 
business relationship.                                                          
  Golden West has written policies outlining the parameters and procedures
for Retailer Application, Processing Prospective Customer Solicitation and      
Credit Terms. As an overview, once a market need is determined, existing        
retailers and those willing to enter the market are evaluated. After selection, 
company policies, especially those relating to credit, are explained prior to   
initiation of sales. Homes are sold on the basis of pre-approved "flooring" or  
C.O.D. Standard payment terms are 10 days. There have been corporate approved   
exceptions to these rules such as direct billing, extended terms and assignment 
of escrow.                                                                      
Retailers may earn an annual bonus based on sales volume. Programs are
consistent between divisions, however, for business reasons, quarterly and other
special plans have been approved by Corporate.                                  
     Golden West currently offers a five year warranty on all homes comprised of
a one year full warranty and the remaining four limited to certain structural   
defects. In certain situations Golden West will extend the warranty period past 
these time periods. See Schedule 4.27 for further details on warranty.          
   The following sets forth sales volume for the top 25 retailers along with
any special terms or concessions.                                               

TOP 25 DEALERS

                                                        [Enlarge/Download Table]

                                                 SALES VOLUME                          
                                               SIX MONTHS ENDED    DEALER BONUS (3)(4) 
DEALER                                            JUNE 1994              PROGRAM       
                                                                                       
  1.   Golden Pacific Homes (1)                  $  9,194,111    Standard and Quarterly
         Portland, OR                                                                  
  2.   Inter-City Sales, Inc.                       2,515,178    Special               
       Albany, OR                                                                      
  3.   Sunburst                                     2,490,179    Standard and Quarterly
       DBA Pacific Housing Mfd. Homes                                                  
       Eugene, OR                                                                      
  4.   Golden Homes-Pocatello (1)(2)                2,358,015    Standard              
         Pocatello, ID                                                                 
  5.   LC Homes (1)                                 1,539,342    Standard              
       Sepulveda, CA                                                                   
  6.   A Home Doctor                                1,497,639    Standard and Quarterly
       DBA Jon Port Home Center                                                        
  7.   Vic Cox Home Center                          1,343,127    Standard and Quarterly
         Arlington, WA                                                                 
  8.   Pacific Crest Homes (1)                      1,245,379    Standard and Quarterly
         Bend, OR                                                                      
  9.   Umpqua Valley Homes (1)                      1,205,849    Standard and Quarterly
         Winchester, OR                                                                


DEAL              PROGRAMS OR CONCESSIONS                                              
       <                                                                               
  1.  (Bullet) Provided $150,000 loan to establish                                     
      dealership in Boise, Idaho which is secured by                                   
               dealer bonus. Golden West has option to                                 
               purchase one-half of dealership for                                     
               forgiveness of debt.                                                    
      (Bullet) No curtailments for one year                                            
      (Bullet) Direct billing for a maximum of nine                                    
      customer sold homes at a time.                                                   
  2.  (Bullet) 7% Annual Dealer Bonus Program                                          
      (Bullet) Direct billing on all homes                                             
  3.  (Bullet) Guaranteed delivery of 16 homes per                                     
               month                                                                   
      (Bullet) Combine sales of Western Bridge                                         

  4.  None                                                                             

  5.  (Bullet) Golden West provides up to 5 display                                    
               homes                                                                   
      (Bullet) Assignment of Escrow on customer sold                                   
               homes                                                                   
  6.  (Bullet) Special curtailment program                                             
      (Bullet) Flooring participation on certain homes                                 
  7.  None                                                                             

  8.  None                                                                             

  9.  (Bullet) Bonus participation for Highland Vista                                  
               purchases                                                               

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                                                                [Download Table]
                                                                                   
10.  TL Concepts (1)                              1,165,668  Standard              
       Medord, OR                                                                  
11.  Mobile Home Center                           1,115,218  Standard and Quarterly
       Oroville, CA                                                                
12.  Santiam Homes                                1,107,860  Standard and Quarterly
       Aumsville, OR                                                               
13.  The Housing Mart                             1,079,489  Standard and Quarterly
       Rochester, WA                                                               
14.  R & B Communities (1)                        1,067,123  Standard              
       CA                                                                          
15.  Schmidt's Homes                              1,050,218  Standard              
       Salt Lake City, UT                                                          
16.  Golden Homes-Stanton (1)(2)                    894,265  Standard              
       Stanton, CA                                                                 
17.  Terrace Homes                                  890,620  Standard              
       Florence, OR                                                                
18.  Mobile Corral (1)                              851,306  Standard and Quarterly
19.  Florentine Estates (1)                         840,640  None                  
       Florence, OR                                                                
20.  Three C's Devco (1)                            834,918  Standard and Quarterly
     San Ramon, CA                                                                 
21.  New Vision Homes                               733,897  Standard              
       Crescent City, CA                                                           
22.  Longview Hills (1)                             701,379  Standard              
       Newport, OR                                                                 
23.  Nationwide Homes (1)                           629,616  Special               
     Las Vegas, NV                                                                 
24.  N L, Inc. (1)                                  587,037  Standard              
       DBA The Meadows                                                             
       Central Point, OR                                                           
25.  Golden Homes-Twin Falls (1)(2)                 569,132  Standard              
       Twin Falls, ID                                                              
     TOTAL                                     $ 37,507,205                        

10. (Bullet) Provided working capital loan to a                                    
    maximum of $100,000 to expand business maturing                                
             3/1/95, which is secured by dealer                                    
             bonus. Current balance is $5,000.                                     
    (Bullet) Special curtailment program                                           
11. (Bullet) Stock homes include set-up allowance of                               
    $1,000 California and $1,500 Oregon                                            
    (Bullet) Freight allowance to a maximum of                                     
             $1,000 per home                                                       
12. (Bullet) Guaranteed 2 homes per week                                           
13. None                                                                           
14. (Bullet) Assignment of Escrow on customer sold                                 
             homes                                                                 
15. (Bullet) $750 per home freight allowance                                       
16. None                                                                           
17. (Bullet) Bonus participation for Florentine                                    
    Estates ($1,000/home to 6/1/95)                                                
18. (Bullet) 20 day terms                                                          
19. None                                                                           
20. (Bullet) Reimburse up to 30 days flooring                                      
             interest on all homes                                                 
    (Bullet) Reimburse flooring interest on model                                  
    displays in Lathrop and Don Pedro.                                             
21. None                                                                           
22. (Bullet) Quarterly advertising allowance in                                    
    connection with Ocean Hills                                                    
23. (Bullet) 6% quarterly dealer bonus program                                     
    (Bullet) Special curtailment program                                           
24. None                                                                           
25. None                                                                           

(1) Exclusive Retailer.                                                         
(2) Company owned.                                                              

(3) Standard refers to Golden West Homes annual program. See page 6 of 6 [S-53] 
for details.                                                            

(4) The Quarterly program is for selected high volume retailers. The volume and 
bonus levels are as follows:                                            
OREGON AND SOUTHERN CALIFORNIA

                                                                [Download Table]

VOLUME                                   BONUS      
                                                    
$             500,000 - 749,000     1% retroactive  
              750,000 - 999,000     1.5% retroactive
               1,000,000 and up     2.0% retroactive

SACRAMENTO

                                                                [Download Table]

VOLUME                                   BONUS      
                                                    
$             300,000 - 549,000     1% retroactive  
              550,000 - 799,000     1.5% retroactive
                 800,000 and up     2.0% retroactive

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THE HOMES OF GOLDEN WEST

GOLDEN WEST HOMES 
SOUTHERN CALIFORNIA DIVISION
RETAILER BONUS PROGRAM 1994 - 1995
EFFECTIVE FEBRUARY 26, 1994 THROUGH FEBRUARY 24, 1995 

                                                                [Download Table]

ANNUAL SALES VOLUME                     BONUS ACHIEVED
                                                      
$                       0 - 299,000     0%            
                  300,000 - 699,999     2% Retroactive
                700,000 - 1,099,999     3% Retroactive
              1,100,000 - 1,499,999     4% Retroactive
              1,500,000 - And Above     5% Retroactive

TERMS AND CONDITIONS

   1. The 1994-1995 program runs from February 26, 1994 through February 24,
1995.                                                           

2. All purchases must be delivered February 24, 1995.                 

 3. Bonus will be paid by Golden West within 45 days from the end of the
bonus year.                                                     

     4. Units must be picked up within 3 days of agreed upon completion date, or
   after notification the home may be disqualified for bonus purposes.

   5. Retailer sales from multi-lot locations may be combined as long as all
locations are owned by the same dealer.                         

   6. Bonus will be paid on the net amount purchased from all divisions less
   freight charges, purchased furniture, miscellaneous billings, sales
  allowances, credit memos. Golden West reserves the right to offset
   outstanding obligations of the retailer from earned retailer bonus.

     7. The homes must be paid strictly adhering to our payment policy, which is
    cash (COD) or prearranged financing. In order to allow for weekends,
      holidays, and normal delivery, we will make no deductions provided the
   payment is in our office by the 15th day after the date of invoice.
   Payment received on the 16th day or after will be excluded from the
bonus.                                                          

  Please sign, date and coy of bonus letter to acknowledge your receipt of
this letter.                                                                    

Sincerely,                                                                      

Ernie Kercmar                                                                   
Sales Manager                                                                   

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Date

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SPECIAL DEALER SITUATIONS 

1. GROVE HOMES -- For several years, this retailer was Golden West's  
       highest volume customer. The decline in the California market and sales
    growth in the Pacific Northwest significantly altered the ranking of
        customers, but Grove continued to be in the top ten and was 9th in 1993.
  Grove remained exclusive and loyal to Golden West despite constant
   offers from other manufacturers for higher dealer bonuses and other
       programs. Over the last few years, Golden West has made loans to Grove,
       secured by the retailer annual bonus. The loans have always been repaid
promptly and in full.                                           
     On August l, 1993, Golden West entered into a unique arrangement with
     Grove, whereby, the company would open sales centers in Idaho and Ben
      Nelms, Grove's owner, would manage these locations for a salary offset
against 50% of the profits.                                     
      Grove informed Golden West in March of 1993 that he was experiencing a
      severe cash shortage and needed a loan to pay various tax obligations.
       We agreed to establish a credit line of $250,000 secured by bonuses due
     in Idaho and ownership in his Southern California sales lot in Hemet,
California.                                                     
       Currently, we have advanced $225,000 against this line of credit. There
        is some question as to Grove's viability and a $100,000 reserve has been
      provided in the event the note isn't repaid. Golden West needs a sales
        location in Southern California and if Grove doesn't survive, the amount
      due of $125-150,000 could be offset by exchanging this balance for the
net assets of the Hemet sales center.                           
2. AMERICAN HERITAGE (3 C'S DEVCO) -- This customer is a former land  
  developer/builder from Northern California. The California housing
recession took its toll on 3 C's and they decided to enter the  
    manufactured housing business in 1991. They formed American Heritage
        and, over the next few years, sales increased to the level of $1,623,000
    in 1993, which is significant for Golden West's Sacramento Division.
 The owner, Gary Chase, was demanding regarding product design and
      specifications but over time, he became a strong company supporter. As
    an example, he actively encouraged the company to become involved in
      retail financing, particularly mortgages. When Golden Circle Financial
      Services was started, we formed a joint venture with a subsidiary of 3
  C's Devco called Financial Advantage. The specific purpose of this
       venture, which was called Golden Advantage, was to provide construction
 and permanent mortgage financing for manufactured homes and land.
  Unfortunately, Golden Advantage did not work. The organization put
  together by Gary Chase over-promised and under-performed. Based on
        numerous complaints from our retailers and the obvious lack of business,
       Golden West withdrew its support and involvement in approximately March
of this year.                                                   
   American Heritage aggressively expanded their activities and became
      involved in several developments in Northern California and Idaho. The
  product andapproach to the market was unique and did not present a
 problem to existing retailers. Golden West's only form of special
        accommodation was signing repurchase agreements for inventory, including
        site improvements, which was secured by title to the underlying land. We
also agreed to waive curtailments for up to two years.          
In the interim, American Heritage purchased a modular factory in
    Pocatello, Idaho and developed a plan to take the company public. In
        that regard, they asked Harry Karsten to join the Board and he accepted.
     It became apparent to him that the company had serious organizational
       limitations. In addition, he was going to be placed in a position where
there was a conflict of interest and, therefore, resigned after 
attending one meeting.                                          
      Some of Financial Advantage's projects are not working out as planned.
     Based on my knowledge and the input of others, the problem was caused
because of an attempt to utilize products in Idaho which were   
       significantly higher priced than the market. Although there has been no
       direct finger pointing, it appears that they are positioning themselves
       to blame Golden West for unacceptable product quality for their lack of
sales.                                                          
       In conclusion, Financial Advantage currently has approximately 25 homes
     totaling $1,332,000 in inventory. Of these, nine or ten are allegedly
 sold and supposed to close by July 31st. All indications are that
    Financial Advantage is having cash flow problems and Golden West may
        have to repurchase the homes. Based on the value of the underlying land,
which we have as security, we believe that we will not suffer a 
        significant financial loss. There is also the possibility of litigation.
A reserve of $100,000 has been provided as a precaution.        
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  3. OCEAN HILLS -- This development is a manufactured housing subdivision
       located in Walport, Oregon. It has panoramic views of the Pacific Ocean
       and, when completed, will be one of the finest examples of manufactured
housing in the Western United States.                           
    Golden West became involved in this project early in the development
     process. The negotiations resulted in an arrangement whereby we would
       provide the funds for a model complex and sales center in consideration
      for participation in the profits of the retail home and land sales, in
      addition to the assurance that 100% of the homes would be manufactured
      by Golden West. Due to weather delays and limitations in production at
  Golden West's Albany Division, completion of the project has taken
     longer than anticipated. Currently, Golden West has invested $448,000
       with a commitment to fund an additional $127,000 in operating expenses.
       Golden West has also guaranteed a $500,000 flooring line to finance the
        models and set-up costs for Pat Loomis, who is marketing the project and
providing the dealer license.                                   
Even though this is an exceptional project, we have considerably
    exceeded our original financial commitment and it may take some time
       before achieving an adequate return on the company's investment. Golden
       West is secured by 2nd trust deeds on the lots upon which the homes are
     sited plus a $400,000 blanket deed of trust on the first phase of the
   development. The property, consisting of approximately 165 lots, of
       which 35 are improved, has a $322,000 mortgage and the estimated market
value is $2,500,000.                                            
        The property owner indicated during a recent meeting that there could be
grounds for a lawsuit if Golden West failed to make additional  
     contributions to the project. This problem appears to be rectified as
   Golden West will make the agreed contributions. The likelihood of a
lawsuit is minimal.                                             
4. DENNIS DEMETRE -- This individual was the principal in a dealership
  located in Jamestown, California called The Mobile Home Place. The
     business was started in the late 1980's by Dennis Demetre whose prior
      experience was in residential development. I met him during a visit to
the area and convinced him to become a Golden West dealer.      
     Over the two or three years that we did business with The Mobile Home
       Place, he purchased homes from other manufacturers such as Silvercrest,
     Fuqua, etc. His performance was less than satisfactory and in 1991 he
only purchased four homes. After several conversations regarding
        performance, The Mobile Home Place was canceled and another retailer was
    established. Dennis was very upset by this, primarily because of his
     claim that he had several sales pending. Our position was modified to
    accommodate any pending sales for a period of approximately 90 days.
    Recently Mr. Demetre has filed a lawsuit against Golden West stating
    that we have infringed upon his exclusive territory. This lawsuit is
frivolous and without merit. However, it must be recognized as a
       potential liability. Our legal counsel states that the maximum exposure
 in the doubtful event that Golden West would lose this lawsuit is
$150,000.                                                       
5. RANCHO VIEJO -- This is a 189 home subdivision located in North San
  Diego County, California. Golden West competed vigorously for this
    project against the Silvercrest Division of Redman. We matched their
     offer which required providing five homes, including garages, for the
     model complex. If the development orders four or more homes per month
      from Golden West, the company absorbs the interest cost. If they order
 three or less, the interest is billed to Rancho Viejo. During the
     building of the model complex, they were billed interest and are paid
current.                                                        
 In order to secure the investment, there is an agreement with the
      landowner that the model complex will be purchased by the developer or
        Golden West has the right to remove or to sell the homes in place in the
       event of any dispute or severance of the relationship. In addition, the
      investment is secured by a executed promissory note and 2nd trust deed
    on two finished lots for every home on display which is currently at
        Luce, Forward, Hamilton and Scrippts, Attorneys for the Resolution Trust
Corporation, Conservators for the Great American Federal Savings
Association for recordation.                                    
       Customer homes are paid for through a construction loan process whereby
        GMAC issues a guarantee of payment letter at the time customer homes are
        ordered from the factory. Upon opening, five homes were sold immediately
        and an inventory of spec homes was required. Because GMAC will not floor
        spec homes, Golden West agreed to either sell the homes to the developer
C.O.D. or upon receiving a flooring commitment by a financial   
     institution, the company would allow special payment terms of 45 days
       from the date of invoice for four homes whose total amount due will not
      exceed $200,000. A $475.00 charge per home is included on each invoice
for finance charges.                                            
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6. HIGHLAND AT VISTA RIDGE -- This is a 200 lot subdivision located in
     Roseburg, Oregon. This subdivision will open as soon as a final legal
description is filed by the county recorders office. The county 
        assessors office has cleared the recordation of the legal description by
        payment in advance of property taxes by Highland. Golden West has agreed
 to indemnify ITT Diversified Credit Corporation for an additional
       $125,000 above the normal flooring line for site work and amenities. In
        addition to ITT's collateral filing, Golden West has a signed promissory
note and executed deed of trust at the recorders office awaiting
       recordation. This project is owned free and clear by the developer with
 only the trust deeds of ITT and Golden West awaiting recordation.

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SCHEDULE 4.29 
GUARANTEES

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                                                                                      APPROXIMATE                             
                                      GUARANTEE                                       OBLIGATION                              
INSTITUTION                         PROVIDED FOR                 DESCRIPTION          AT 7/26/94           COLLATERAL         
                                                                                                                              
ITT Commercial Finance       Lake Sales, Gig Harbor, WA  $175,000 Amenities and       $   19,000   Personal guarantee of      
                                                         furniture financing for                   principals.                
                                                         model complex. Project is                                            
                                                         sold out and final balance                                           
                                                         should be paid off in near                                           
                                                         future.                                                              
ITT Commercial Finance       Calvada                     $300,000 to finance on-site     181,000   Assignment of ITT's        
                                                         costs for model complex in                $400,000 Deed of Trust on  
                                                         Nevada. Three homes                       project.                   
                                                         remaining are being sold.                                            
ITT Commercial Finance       Golden Pacific              $131,000 Amenities for          120,000   Right to sell homes in     
                             Homes-Portland              fourteen homes in various                 parks and retailer bonus.  
                                                         parks which are for sale.                                            
ITT Commercial Finance       Highland Associates         $125,000 Amenities for          125,000   Deeds of Trust on five lots
                                                         model complex.                            on which models are placed.
ITT Commercial Finance       Patric Loomis/Ocean Hills   $500,000 Flooring line for      500,000   Deeds of Trust in project. 
                                                         Ocean Hills project in                                               
                                                         Waldport, OR.                                                        
ITT Commercial Finance       Desert Mobile Home Sales    $188,000 In amenities for        42,000   Deeds of Trust in project. 
                                                         five-home model complex in                                           
                                                         Bullhead, AZ subdivision.                                            
                                                         One home remaining is for                                            
                                                         sale.                                                                
ITT Commercial Finance       L C Homes                   Amenities financing for          30,000   Right to sell in project.  
                                                         park display models. Two                                             
                                                         homes remaining and for                                              
                                                         sale.                                                                
Bombardier Capital           3 C's DEVCO                 Construction costs for six      581,000   Assignment of Bombardier's 
                                                         homes in Caldwell, Idaho.                 First Deed of Trust on each
                                                                                                   lot.                       
Bombardier                   Desert Mobile Homes         Guarantee on homes               91,000   Second Deed of Trust on two
                                                         purchased from March 1993                 homes in Santa Paula,      
                                                         to August 1993. Three homes               California.                
                                                         remain which are for sale.                                           
ORIX USA Corp.               Newport Pacific Tahoe       Six homes financed under a      213,000   Personal guarantee by park 
                             Verde, Ltd.; Newport        five-year leasing                         owner.                     
                             Pacific Upland Cascade,     arrangement by ORIX.                                                 
                             Ltd.; and Newport Pacific                                                                        
                             Capital Properties                                                                               
Chemical Financial Services  Golden Circle Financial     Guarantee for 36 months for     203,000   Loans and homes            
                             Services                    the sale of six loans which                                          
                                                         did not meet current                                                 
                                                         lending criteria of                                                  
                                                         Chemical. Non-recurring                                              
                                                         situation to sell old or                                             
                                                         repurchased homes.                                                   
                                                         TOTAL                        $2,105,000                              

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SCHEDULE 4.30 
PROSPECTIVE CHANGES 
     I. Bonneville Power, a public electrical utility operating in all or part
     of several western states, has agreements with utilities in Oregon,
       Washington, western Idaho and western Montana which provide producers
        of manufactured housing with a subsidy of $2,500 for each manufactured
    home built in accordance with the Manufactured Housing Acquisition
        Program ("MAP") for installation in these areas. The Company currently
  constructs all of its manufactured homes sold in areas served by
     Bonneville Power in accordance with MAP, thereby making the Company
eligible to receive the $2,500 subsidy for such homes. MAP was
    originally scheduled to terminate in October 1994. However, due to
         changes in certain federal standards affecting the manufactured housing
    industry, MAP has recently been re-negotiated. The subsidy will be
        reduced to $1,500 in October 1994 and the program extended until April
1996.                                                         
     II. Senate Bill 750 an amendment to the California Health and Safety Code
      relating to installation of manufactured homes requires, effective
    September 20, 1994, that all manufactured homes not on permanent
foundation have tie-town devices.                           
   III. Competitive changes in Golden West marketing regions are as follows:
       1. Palm Harbor plans to construct a factory in Millersburg, Oregon.
   2. Guerdon plan to construct factories in Pendleton, Oregon and
Colorado.                                                   
          3. Several manufacturers have expanded production capacity at existing
   facilities in the Pacific Northwest and Mountain regions.
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SCHEDULE 5.5
OAKWOOD CONSENTS
NONE. 
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SCHEDULE 5.10 
OAKWOOD COMPLIANCE EXCEPTIONS 
NONE. 
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SCHEDULE 6.1(H) 
LETTERS OF CREDIT 

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BANK                  ISSUE DATE        EXPIRATION DATE    LOC NUMBER      AMOUNT    
                                                                                     
Wells Fargo Bank   October 15, 1991    October 15, 1996    SAS 160582  $ 5,175,787(1)

BANK              DESCRIPTION                                                        
                                                                                     
Wells Fargo Bank  Issued to State Street Bank as Trustee for the                     
                  Industrial Development Authority of the County                     
                  of Riverside to back Variable Rate Demand                          
                  Industrial Revenue Bonds.                                          

(1) Declines each October when mandatory redemptions are made.                  
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SCHEDULE 6.2(C)(V)
BONUSES 

     Bonuses were paid based on sales and profit criteria for the second quarter
ended June 25, 1994 to officers and certain employees under existing            
compensation programs. See Schedule 4.11(a) "Annual Compensation in excess of   
$50,000" for specific details on bonuses. No other bonuses or plan revisions    
have been made since the compensation system was revised effective April 1,     
1994.                                                                           

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SCHEDULE 7.3(O) 
OFFICERS TO ENTER INTO NONCOMPETE AGREEMENTS
BRUCE W. STOYER 
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                                                                        ANNEX II
CHAPTER 13. DISSENTERS' RIGHTS

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SECTION                                                                                                                    
                                                                                                                           
 1300.   Reorganization or short-form merger; dissenting shares; corporate purchase at fair market value; definitions.     
 1301.   Notice to holders of dissenting shares in reorganizations; demand for purchase; time; contents.                   
 1302.   Submission of share certificates for endorsement; uncertificated securities.                                      
 1303.   Payment of agreed price with interest; agreement fixing fair market value; filing; time of payment.               
 1304.   Action to determine whether shares are dissenting shares or fair market value; limitation; joinder; consolidation;
         determination of issues; appointment of appraisers.                                                               
 1305.   Report of appraisers; confirmation; determination by court; judgment; payment; appeal; costs.                     
 1306.   Prevention of immediate payment; status as creditors; interest.                                                   
 1307.   Dividends on dissenting shares.                                                                                   
 1308.   Rights of dissenting shareholders pending valuation; withdrawal of demand for payment.                            
 1309.   Termination of dissenting share and shareholder status.                                                           
 1310.   Suspension of right to compensation or valuation proceedings; litigation of shareholders' approval.               
 1311.   Exempt shares.                                                                                                    
 1312.   Right of dissenting shareholder to attack, set aside or rescind merger or reorganization; restraining order or    
         injunction; conditions.                                                                                           

(SECTION MARK) 1300. REORGANIZATION OR SHORT-FORM MERGER; DISSENTING SHARES;    
CORPORATE PURCHASE AT FAIR MARKET                                               
VALUE; DEFINITIONS                                                
(a) If the approval of the outstanding shares (Section 152) of a      
corporation is required for a reorganization under subdivisions (a) and (b) or  
subdivision (e) or (f) of Section 1201, each shareholder of the corporation     
entitled to vote on the transaction and each shareholder of a subsidiary        
corporation in a short-form merger may, by complying with this chapter, require 
the corporation in which the shareholder holds shares to purchase for cash at   
their fair market value the shares owned by the shareholder which are dissenting
shares as defined in subdivision (b). The fair market value shall be determined 
as of the day before the first announcement of the terms of the proposed        
reorganization or short-form merger, excluding any appreciation or depreciation 
in consequence of the proposed action, but adjusted for any stock split, reverse
stock split, or share dividend which becomes effective thereafter.              
  (b) As used in this chapter, "dissenting shares" means shares which come
within all of the following descriptions:                                       
 (1) Which were not immediately prior to the reorganization or
 short-form merger either (A) listed on any national securities exchange
certified by the Commissioner of Corporations under subdivision (o) of
    Section 25100 or (B) listed on the list of OTC margin stocks issued by the
     Board of Governors of the Federal Reserve System, and the notice of meeting
    of shareholders to act upon the reorganization summarizes this section and
    Sections 1301, 1302, 1303 and 1304; provided, however, that this provision
does not apply to any shares with respect to which there exists any   
restriction on transfer imposed by the corporation or by any law or   
  regulation; and provided, further, that this provision does not apply to
   any class of shares described in * * * subparagraph (A) or (B) if demands
    for payment are filed with respect to 5 percent or more of the outstanding
shares of that class.                                                 
   (2) Which were outstanding on the date for the determination of
    shareholders entitled to vote on the reorganization and (A) were not voted
   in favor of the reorganization or, (B) if described in * * * subparagraph
(A) or (B) of paragraph (1) (without regard to the provisos in that   
  paragraph), were voted against the reorganization, or which were held of
 record on the effective date of a short-form merger; provided, however,
that * * * subparagraph (A) rather than * * * subparagraph (B) of this
   paragraph applies in any case where the approval required by Section 1201
is sought by written consent rather than at a meeting.                
          (3) Which the dissenting shareholder has demanded that the corporation
purchase at their fair market value, in accordance with Section 1301. 
          (4) Which the dissenting shareholder has submitted for endorsement, in
accordance with Section 1302.                                         
(c) As used in this chapter, "dissenting shareholder" means the       
recordholder of dissenting shares and includes a transferee of record.          
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(SECTION MARK) 1301. NOTICE TO HOLDERS OF DISSENTING SHARES IN REORGANIZATIONS; 
DEMAND FOR PURCHASE; TIME; CONTENTS                                             
    (a) If, in the case of a reorganization, any shareholders of a corporation
have a right under Section 1300, subject to compliance with paragraphs (3) and  
(4) of subdivision (b) thereof, to require the corporation to purchase their    
shares for cash, such corporation shall mail to each such shareholder a notice  
of the approval of the reorganization by its outstanding shares (Section 152)   
within 10 days after the date of such approval, accompanied by a copy of        
Sections 1300, 1302, 1303, 1304 and this section, a statement of the price      
determined by the corporation to represent the fair market value of the         
dissenting shares, and a brief description of the procedure to be followed if   
the shareholder desires to exercise the shareholder's right under such sections.
The statement of price constitutes an offer by the corporation to purchase at   
the price stated any dissenting shares as defined in subdivision (b) of Section 
1300, unless they lose their status as dissenting shares under Section 1309.    
    (b) Any shareholder who has a right to require the corporation to purchase
the shareholder's shares for cash under Section 1300, subject to compliance with
paragraphs (3) and (4) of subdivision (b) thereof, and who desires the          
corporation to purchase such shares shall make written demand upon the          
corporation for the purchase of such shares and payment to the shareholder in   
cash of their fair market value. The demand is not effective for any purpose    
unless it is received by the corporation or any transfer agent thereof (1) in   
the case of shares described in clause (i) or (ii) or paragraph (1) of          
subdivision (b) of Section 1300 (without regard to the provisos in that         
paragraph), not later than the date of the shareholders' meeting to vote upon   
the reorganization, or (2) in any other case within 30 days after the date on   
which the notice of the approval by the outstanding shares pursuant to          
subdivision (a) or the notice pursuant to subdivision (i) of Section 1110 was   
mailed to the shareholder.                                                      
(c) The demand shall state the number and class of the shares held of 
record by the shareholder which the shareholder demands that the corporation    
purchase and shall contain a statement of what such shareholder claims to be the
fair market value of those shares as of the day before the announcement of the  
proposed reorganization or short-form merger. The statement of fair market value
constitutes an offer by the shareholder to sell the shares at such price.       
(SECTION MARK) 1302. SUBMISSION OF SHARE CERTIFICATES FOR ENDORSEMENT;          
UNCERTIFICATED SECURITIES                                                       
Within 30 days after the date on which notice of the approval by the  
outstanding shares or the notice pursuant to subdivision (i) of Section 1110 was
mailed to the shareholder, the shareholder shall submit to the corporation at   
its principal office or at the office of any transfer agent thereof, (a) if the 
shares are certificated securities, the shareholder's certificates representing 
any shares which the shareholder demands that the corporation purchase, to be   
stamped or endorsed with a statement that the shares are dissenting shares or to
be exchanged for certificates of appropriate denomination so stamped or endorsed
or (b) if the shares are uncertificated securities, written notice of the number
of shares which the shareholder demands that the corporation purchase. Upon     
subsequent transfers of the dissenting shares on the books of the corporation,  
the new certificates, initial transaction statement, and other written          
statements issued therefor shall bear a like statement, together with the name  
of the original dissenting holder of the shares.                                
(SECTION MARK) 1303. PAYMENT OF AGREED PRICE WITH INTEREST; AGREEMENT FIXING    
FAIR MARKET VALUE; FILING; TIME OF PAYMENT                                      
(a) If the corporation and the shareholder agree that the shares are  
dissenting shares and agree upon the price of the shares, the dissenting        
shareholder is entitled to the agreed price with interest thereon at the legal  
rate on judgments from the date of the agreement. Any agreements fixing the fair
market value of any dissenting shares as between the corporation and the holders
thereof shall be filed with the secretary of the corporation.                   
   (b) Subject to the provisions of Section 1306, payment of the fair market
value of dissenting shares shall be made within 30 days after the amount thereof
has been agreed or within 30 days after any statutory or contractual conditions 
to the reorganization are satisfied, whichever is later, and in the case of     
certificated securities, subject to surrender of the certificates therefor,     
unless provided otherwise by agreement.                                         
(SECTION MARK) 1304. ACTION TO DETERMINE WHETHER SHARES ARE DISSENTING SHARES OR
                FAIR MARKET VALUE; LIMITATION; JOINDER; CONSOLIDATION;
            DETERMINATION OF ISSUES; APPOINTMENT OF APPRAISERS

     (a) If the corporation denies that the shares are dissenting shares, or the
corporation and the shareholder fail to agree upon the fair market value of the 
shares, then the shareholder demanding purchase of such shares as dissenting    
shares or any interested corporation, within six months after the date on which 
notice of the approval by the outstanding shares (Section 152) or notice        
pursuant to subdivision (i) of Section 1110 was mailed to the shareholder, but  
not thereafter, may file a complaint in the superior court of the proper county 
praying the court to determine whether the shares are dissenting shares or the  
fair market value of the dissenting shares or both or may intervene in any      
action pending on such a complaint.                                             

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     (b) Two or more dissenting shareholders may join as plaintiffs or be joined
as defendants in any such action and two or more such actions may be            
consolidated.                                                                   
  (c) On the trial of the action, the court shall determine the issues. If
the status of the shares as dissenting shares is in issue, the court shall first
determine that issue. If the fair market value of the dissenting shares is in   
issue, the court shall determine, or shall appoint one or more impartial        
appraisers to determine, the fair market value of the shares.                   
(SECTION MARK) 1305. REPORT OF APPRAISERS; CONFIRMATION; DETERMINATION BY COURT;
JUDGMENT; PAYMENT; APPEAL; COSTS                                                
  (a) If the court appoints an appraiser or appraisers, they shall proceed
forthwith to determine the fair market value per share. Within the time fixed by
the court, the appraisers, or a majority of them, shall make and file a report  
in the office of the clerk of the court. Thereupon, on the motion of any party, 
the report shall be submitted to the court and considered on such evidence as   
the court considers relevant. If the court finds the report reasonable, the     
court may confirm it.                                                           
(b) If a majority of the appraisers appointed fail to make and file a 
report within 10 days from the date of their appointment or within such further 
time as may be allowed by the court or the report is not confirmed by the court,
the court shall determine the fair market value of the dissenting shares.       
   (c) Subject to the provisions of Section 1306, judgment shall be rendered
against the corporation for payment of an amount equal to the fair market value 
of each dissenting share multiplied by the number of dissenting shares which any
dissenting shareholder who is a party, or who has intervened, is entitled to    
require the corporation to purchase, with interest thereon at the legal rate    
from the date on which judgment was entered.                                    
(d) Any such judgment shall be payable forthwith with respect to      
uncertificated securities and, with respect to certificated securities, only    
upon the endorsement and delivery to the corporation of the certificates for the
shares described in the judgment. Any party may appeal from the judgment.       
(e) The costs of the action, including reasonable compensation to the 
appraisers to be fixed by the court, shall be assessed or apportioned as the    
court considers equitable, but, if the appraisal exceeds the price offered by   
the corporation, the corporation shall pay the costs (including in the          
discretion of the court attorneys' fees, fees of expert witnesses and interest  
at the legal rate on judgments from the date of compliance with Sections 1300,  
1301 and 1302 if the value awarded by the court for the shares is more than 125 
percent of the price offered by the corporation under subdivision (a) of Section
1301).                                                                          
(SECTION MARK) 1306. PREVENTION OF IMMEDIATE PAYMENT; STATUS AS CREDITORS;      
INTEREST                                                                        
   To the extent that the provisions of Chapter 5 prevent the payment to any
holders of dissenting shares of their fair market value, they shall become      
creditors of the corporation for the amount thereof together with interest at   
the legal rate on judgments until the date of payment, but subordinate to all   
other creditors in any liquidation proceeding, such debt to be payable when     
permissible under the provisions of Chapter 5.                                  
(SECTION MARK) 1307. DIVIDENDS ON DISSENTING SHARES                             
 Cash dividends declared and paid by the corporation upon the dissenting
shares after the date of approval of the reorganization by the outstanding      
shares (Section 152) and prior to payment for the shares by the corporation     
shall be credited against the total amount to be paid by the corporation        
therefor.                                                                       
(SECTION MARK) 1308. RIGHTS OF DISSENTING SHAREHOLDERS PENDING VALUATION;       
WITHDRAWAL OF DEMAND FOR PAYMENT                                                
   Except as expressly limited in this chapter, holders of dissenting shares
continue to have all the rights and privileges incident to their shares, until  
the fair market value of their shares is agreed upon or determined. A dissenting
shareholder may not withdraw a demand for payment unless the corporation        
consents thereto.                                                               
(SECTION MARK) 1309. TERMINATION OF DISSENTING SHARE AND SHAREHOLDER STATUS     
  Dissenting shares lose their status as dissenting shares and the holders
thereof cease to be dissenting shareholders and cease to be entitled to require 
the corporation to purchase their shares upon the happening of any of the       
following:                                                                      
  (a) The corporation abandons the reorganization. Upon abandonment of the
reorganization, the corporation shall pay on demand to any dissenting           
shareholder who has initiated proceedings in good faith under this chapter all  
necessary expenses incurred in such proceedings and reasonable attorneys' fees. 
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     (b) The shares are transferred prior to their submission for endorsement in
accordance with Section 1302 or are surrendered for conversion into shares of   
another class in accordance with the articles.                                  
  (c) The dissenting shareholder and the corporation do not agree upon the
status of the shares as dissenting shares or upon the purchase price of the     
shares, and neither files a complaint or intervenes in a pending action as      
provided in Section 1304, within six months after the date on which notice of   
the approval by the outstanding shares or notice pursuant to subdivision (i) of 
Section 1110 was mailed to the shareholder.                                     
(d) The dissenting shareholder, with the consent of the corporation,  
withdraws the shareholder's demand for purchase of the dissenting shares.       
(SECTION MARK) 1310. SUSPENSION OF RIGHT TO COMPENSATION OR VALUATION           
PROCEEDINGS; LITIGATION OF SHAREHOLDERS' APPROVAL                               
  If litigation is instituted to test the sufficiency or regularity of the
votes of the shareholders in authorizing a reorganization, any proceedings under
Sections 1304 and 1305 shall be suspended until final determination of such     
litigation.                                                                     
(SECTION MARK) 1311. EXEMPT SHARES                                              
This chapter, except Section 1312, does not apply to classes of shares
whose terms and provisions specifically set forth the amount to be paid in      
respect to such shares in the event of a reorganization or merger.              
(SECTION MARK) 1312. RIGHT OF DISSENTING SHAREHOLDER TO ATTACK, SET ASIDE OR    
                RESCIND MERGER OR REORGANIZATION; RESTRAINING ORDER OR
INJUNCTION; CONDITIONS                
   (a) No shareholder of a corporation who has a right under this chapter to
demand payment of cash for the shares held by the shareholder shall have any    
right at law or in equity to attack the validity of the reorganization or       
short-form merger, or to have the reorganization or short-form merger set aside 
or rescinded, except in an action to test whether the number of shares required 
to authorize or approve the reorganization have been legally voted in favor     
thereof; but any holder of shares of a class whose terms and provisions         
specifically set forth the amount to be paid in respect to them in the event of 
a reorganization or short-form merger is entitled to payment in accordance with 
those terms and provisions or, if the principal terms of the reorganization are 
approved pursuant to subdivision (b) of Section 1202, is entitled to payment in 
accordance with the terms and provisions of the approved reorganization.        
(b) If one of the parties to a reorganization or short-form merger is 
directly or indirectly controlled by, or under common control with, another     
party to the reorganization or short-form merger, subdivision (a) shall not     
apply to any shareholder of such party who has not demanded payment of cash for 
such shareholder's shares pursuant to this chapter; but if the shareholder      
institutes any action to attack the validity of the reorganization or short-form
merger or to have the reorganization or short-form merger set aside or          
rescinded, the shareholder shall not thereafter have any right to demand payment
of cash for the shareholder's shares pursuant to this chapter. The court in any 
action attacking the validity of the reorganization or short-form merger or to  
have the reorganization or short-form merger set aside or rescinded shall not   
restrain or enjoin the consummation of the transaction except upon 10 days'     
prior notice to the corporation and upon a determination by the court that      
clearly no other remedy will adequately protect the complaining shareholder or  
the class of shareholders of which such shareholder is a member.                
(c) If one of the parties to a reorganization or short-form merger is 
directly or indirectly controlled by, or under common control with, another     
party to the reorganization or short-form merger, in any action to attack the   
validity of the reorganization or short-form merger or to have the              
reorganization or short-form merger set aside or rescinded, (1) a party to a    
reorganization or short-form merger which controls another party to the         
reorganization or short-form merger shall have the burden of proving that the   
transaction is just and reasonable as to the shareholders of the controlled     
party, and (2) a person who controls two or more parties to a reorganization    
shall have the burden of proving that the transaction is just and reasonable as 
to the shareholders of any party so controlled.                                 
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EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT                                                   DESCRIPTION  PAGE
                                                                           
  99.2   Golden West Homes Form of Proxy (filed herewith)                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
		5/1/06		59
		8/22/01		46
		3/1/99		59
		10/15/96		193
		1/17/96		169
		12/31/95		141					10-Q
		9/30/95		46		61			10-K
		4/30/95		59
		4/3/95		163
		2/24/95		185
		1/17/95		169
		12/31/94		11		168			10-Q
		11/15/94		12		99
		9/30/94		3		93			10-K
		9/23/94		7
		9/21/94		12		25
		9/20/94		190					424B3
Filed on:		9/1/94		3		19
		8/31/94		6		117
		8/27/94		121
		8/23/94		12		25
		8/22/94		12		25			S-4
		8/19/94		4		109
		8/17/94		1		68
		8/15/94		93					10-Q
		8/11/94		106
		8/10/94		50
		7/31/94		10		117
		7/30/94		119		121
		7/26/94		148
		7/21/94		163
		7/20/94		106
		7/7/94		171
		7/1/94		115		117
		6/30/94		7		115			10-Q
		6/26/94		119		121
		6/25/94		16		194
		6/24/94		14		20
		6/16/94		145
		6/7/94		154
		6/2/94		165
		6/1/94		20		165
		5/31/94		164
		5/27/94		20
		5/20/94		145
		5/15/94		177
		4/29/94		165
		4/25/94		152		165
		4/11/94		52		150
		4/1/94		148		194
		3/31/94		7		115			10-Q
		3/26/94		27		80
		3/16/94		154
		3/15/94		159
		3/14/94		41		164
		3/8/94		166
		3/1/94		164
		2/27/94		21
		2/26/94		185
		2/25/94		163
		2/24/94		163
		2/22/94		52
		2/9/94		164
		1/18/94		158
		1/11/94		158
		1/1/94		90		152
		12/31/93		7		151			10-Q
		12/25/93		16		118
		12/15/93		164
		11/30/93		58
		11/16/93		165
		11/3/93		164
		11/1/93		62		164
		10/19/93		21
		10/12/93		141		165
		9/30/93		7		114
		9/22/93		166
		9/20/93		163
		7/6/93		163
		6/30/93		15		115
		6/26/93		16		119
		4/12/93		143		164
		3/31/93		115
		3/1/93		143		164
		12/31/92		115
		12/26/92		16		118
		10/5/92		164
		9/30/92		114
		2/18/92		164
		2/4/92		21
		1/30/92		163
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