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FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Shipley Kenneth E

(Last)(First)(Middle)
32 WILSON BLVD

(Street)
ADDISONAL35540

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2009
3. Issuer Name and Ticker or Trading Symbol
CAVALIER HOMES INC [CAV]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 137,200
I
by Federal Investors (1)
Common Stock 155,000
I
by Legacy Housing (2)
Common Stock 629,500
I
by Shipley Brothers (3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Excercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (right to buy) 05/13/2009(4)05/13/2019 Common Stock 5,000 $ 1.66 D  
Explanation of Responses:
1. Shares held by Federal Investors Servicing, LTD., of which the reporting person is a limited partner; and, the reporting person is a manager and the president of Federal Investors Management, LC, which is the general partner of Federal Investors Servicing, LTD. The reporting person specifically disclaims beneficial ownership of such shares of Cavalier Homes, Inc. common stock, except to the extent of his pecuniary interest therein.
2. Shares held by Legacy Housing, LTD., of which the reporting person is a limited partner; the reporting person is a manager, president and assistant secretary of GPLH, LC, which is a general partner of Legacy Housing, LTD.; and, the reporting person is also a limited partner in Shipley Brothers, LTD., which is a member and manager of GPHL, LC; furthermore, the reporting person is the president and sole owner of K-Shipley, LTD., which is a general partner of Shipley Brothers, LTD. The reporting person specifically disclaims beneficial ownership of such shares of Cavalier Homes, Inc. common stock, except to the extent of his pecuniary interest therein.
3. Shares held by Shipley Brothers, LTD., of which the reporting person is a limited partner in Shipley Brothers, LTD., and the reporting person is the president and sole owner of K-Shipley, LTD., which is a general partner of Shipley Brothers, LTD. The reporting person specifically disclaims beneficial ownership of such shares of Cavalier Homes, Inc. common stock, except to the extent of his pecuniary interest therein.
4. Option grant vests 1/12th per month from the grant date as shown.
By: Michael R. Murphy, Attorney-in-Fact For: Kenneth E. Shipley05/26/2009
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

Know all men by these presents, that the undersigned officer
whose signature appears below hereby constitutes and appoints Michael
R. Murphy and C. W. Smith, and each of them, his true and lawful 
attorneys-in-fact and agents, with full power ofsubstitution
and resubstitution, for him and in his name, place and stead, in any
and all capacities:

To execute for and on behalf of the undersigned Forms 3, 4 and 5
and amendments thereto in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

(1)To do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form 3, 4 or 5 and the timely filing of such form
with the United States Securities and Exchange Commission and any other
authority; and

(2)To take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such attorneys-
in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents
executed by such attorneys-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorneys-in-fact may approve
in his discretion.

The undersigned hereby grants to such attorneys-in-fact and
agents full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and proper to be done in the
exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or his
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned, is
not assuming any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of this 13th day of May, 2009.

/S/ Kenneth E. Shipley
Kenneth E. Shipley

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