UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 1225, 2011

PALM HARBOR HOMES, INC.

(Exact name of Registrant as Specified in Charter)

Florida		0-24268		59-1036634
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

15303 Dallas Parkway

Suite 800

Addison, Texas 75001-4600

(972) 991-2422

(Address, including zip code, and telephone numbers,

including area code, of principal executive offices)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4©(c) under the Exchange Act (17 CFR 240.13e-4©(c))

Item 1 2.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On April 1225, 2011, ~~Fleetwood~~pursuant to the Amended and Restated Asset Purchase Agreement dated March 1, 2011, Palm Harbor Homes, Inc., aand ~~Delaware~~certain ~~corporation~~of its subsidiaries (~~"Fleetwood"~~“Palm Harbor”), completed their previously announced sale of substantially all of the assets of Palm Harbor to Palm Harbor Homes, Inc., a ~~Florida~~Delaware corporation (~~the~~"Acquisition Co."~~Company"~~) and ~~certain~~wholly-owned subsidiary of ~~its~~Fleetwood ~~direct~~Homes, ~~and~~Inc. ~~indirect~~("Fleetwood"). Fleetwood ~~subsidiaries~~is ~~(such~~a ~~subsidiaries,~~direct ~~together~~subsidiary ~~with~~of ~~the~~Cavco ~~Company~~Industries, Inc. The effective date of the ~~"Borrowers")~~transaction ~~executed~~is ~~Amendment~~April No22, 2011. The 1sale was conducted pursuant to ~~Debtor-in-Possession~~the ~~Revolving~~provisions ~~Credit~~of ~~Agreement~~Section 363 of the U.S. Bankruptcy Code (the "~~Amendment~~Section 363 Sale"), ~~which~~and ~~amended~~approved ~~that~~by ~~certain~~the ~~Debtor-in-Possession~~United ~~Revolving~~States ~~Credit~~Bankruptcy ~~Agreement~~Court ~~dated~~for asthe District of ~~November~~Delaware ~~29,~~on ~~2010~~March 4, ~~among~~2011. The ~~Fleetwood~~aggregate ~~and~~gross ~~the~~purchase ~~Borrowers~~price (for the ~~"DIP~~363 ~~Agreement"~~Sale ~~which~~ was ~~previously~~$83.9 ~~filed~~million. Of asthat anamount, ~~attachment~~(i) to$13.4 ~~the~~million ~~Current~~was ~~Report~~deposited oninto ~~Form~~escrow ~~8-K~~and ~~filed~~once byPalm ~~the~~Harbor ~~Company~~receives onthe ~~November~~consent ~~30,~~of ~~2010,~~the ~~which~~Texas isDepartment ~~incorporated~~of ~~herein~~Insurance ~~by reference),~~ to ~~extend~~transfer the ~~Maturity~~stock ~~Date~~of ~~(as~~Standard ~~defined~~Casualty inCo. ~~the~~to ~~DIP~~Acquisition ~~Agreement)~~Co., ~~until~~ the ~~earliest~~escrowed tofunds ~~occur~~will ofbe ~~(i)~~released ~~April~~to ~~30,~~Palm ~~2011,~~Harbor; and (ii) ~~the~~approximately ~~date~~$45.3 ofmillion ~~the~~was ~~closing~~used ofto retire the ~~sale~~debtor-in-possession ofloan ~~the~~previously ~~Borrowers~~made orby ~~the~~Fleetwood ~~sale~~to ofPalm ~~substantially~~Harbor. After ~~all~~payment of ~~the~~expenses ~~assets~~that ofincluded ~~the~~title ~~Borrowers,~~insurance and ~~(iii)~~prorated antaxes, ~~Event~~Palm ofHarbor ~~Default~~received ~~(as~~approximately ~~defined~~$16.2 ~~in the DIP Agreement)~~million.

AAfter ~~copy~~payments ofto ~~the~~creditors, ~~Amendment~~there iswill ~~included~~not asbe ~~Exhibit~~sufficient ~~10.1~~proceeds to ~~this~~make ~~Current~~any ~~Report~~distributions onto ~~Form 8-K and is incorporated herein by reference~~stockholders. ~~The summary of the Amendment is qualified in its entirety by reference thereto.~~

2Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item9~~(a) & (b) Effective April 26, 2011, in connection with the Section 363 Sale, (i) Mr.01 Larry Keener, Palm Harbor's Chairman of the Board, President and Chief Executive Officer, announced his immediate resignation from Palm Harbor and each of its affiliates (other than Standard Casualty Co.) ~~Financial~~and ~~Statements~~his decision to assume the role of President of Acquisition Co.; and ~~Exhibits~~(ii) the Board of Directors of Palm Harbor appointed Brian Cejka to fill the vacancy on the Board created by Mr. Keener's resignation. Effective at the close of business on April 29, 2011, all of Palm Harbor's directors, other than Mr. Cejka, will resign from the Board of Directors of Palm Harbor. Mr. Cejka will then be the sole director of Palm Harbor. A copy of Mr. Keener's resignation letter is attached hereto as Exhibit 99.1.

(c) Brian Cejka, currently Palm Harbor's Chief Restructuring Officer, will assume the role of Interim President, Chief Executive Officer and Secretary effective April 27, 2011.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Title

Exhibit	Title

99.1	Resignation Letter of Larry H. Keener, dated April 26, 2011.

~~10.~~1 ~~Amendment No. 1 to Debtor-in-Possession Revolving Credit Agreement~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1826, 2011 PALM HARBOR HOMES, INC. /s/ Larry H. Keener Larry H. Keener Chief Executive Officer

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