SECOND AMENDMENT EXHIBIT 10.32 to EMPLOYMENT AGREEMENT

                                SECOND AMENDMENT                  EXHIBIT 10.32
                                       to
                              EMPLOYMENT AGREEMENT


         SECOND AMENDMENT dated as of January 31, 1996 to the EMPLOYMENT
AGREEMENT dated as of November 16, 1990 as amended by the First Amendment to
Employment Agreement dated November 16, 1990, (the "Employment Agreement"), by
and between OAKWOOD HOMES CORPORATION, a North Carolina corporation with its
principal executive offices at Greensboro, North Carolina (the "Company"), and
____________________, an individual residing at Greensboro, North Carolina (the
"Executive").

                              STATEMENT OF PURPOSE

         The Executive is a valued key employee of the Company whose present and
future contributions to the success and growth of the Company are significant.
The Company believes that it is in the best interest of it and its shareholders
to amend the Employment Agreement to extend the term of the Employment
Agreement.

         NOW, THEREFORE, the Company and the Executive hereby agree as follows:

1.       Extension of Agreement.  The Company and the Executive  hereby  
acknowledge and agree that Section 1(b) of the Employment Agreement is hereby 
amended by changing the expiration  date  referenced in the second line of such
Section to January 31, 2001.

2.       References.  Each  reference  in  the  Employment  Agreement  to the  
terms  "this  Agreement",  "herein", "hereof",  "hereunder"  and other similar  
terms  referring to the  Employment  Agreement are hereby deemed to be a
reference to the Employment Agreement as previously amended as amended hereby.

3.       Ratification;  Confirmation.  Except as amended  hereby,  all the terms
and  conditions of the  Employment Agreement shall remain in full force and 
effect, and are hereby ratified and confirmed in all respects.

4.       Counterparts.  This  Second  Amendment may be  executed  in any one or 
more  counterparts,  each of which shall be deemed to be an original but all of 
which together will constitute one and the same agreement.





         IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
executed and delivered as of the day and year first above set forth.

                                                     OAKWOOD HOMES CORPORATION
[CORPORATE SEAL]

ATTEST:                                              By:
                                                          Name:
                                                          Title: