Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Effective as of July 22, 2009, Walter D. Rosenberg, Jr. is retiring as a director of Palm Harbor Homes, Inc. (the "Company"). In his letter to the Chairman of the Board of Directors of the Company, Mr. Rosenberg announced that he is retiring from the Board and that accordingly, he will not stand for re-election at the next annual meeting of shareholders. He did not indicate any disagreement with the Company. Attached hereto as Exhibit 99.1 is a copy of Mr. Rosenberg's letter.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Letter from Walter D. Rosenberg, Jr. dated May 20, 2009.