As filed with the Securities and Exchange Commission on September 15, 1998
                                         Registration No. 333-    
==========================================================================
                                                                             
                                                         

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


                          CHAMPION ENTERPRISES, INC.          
            (Exact name of registrant as specified in its charter)

                  Michigan                       38-2743168 
      (State or other jurisdiction of         (I.R.S. Employer
       incorporation or organization)        Identification No.)


     2701 University Drive, Suite 300, Auburn Hills, Michigan 48326
Address of principal executive offices)                     (zip code)

         Forty-Eight Individual Non-Qualified Stock Option Agreements
                           (Full title of the Plan)

                          John J. Collins, Jr., Esq.
                 Vice President-Secretary and General Counsel
                          Champion Enterprises, Inc.
                       2701 University Drive, Suite 300
                         Auburn Hills, Michigan 48326
                    (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (248)340-9090

                                  Copies to:
                              D. Richard McDonald
                              Dykema Gossett PLLC
                     1577 North Woodward Avenue, Suite 300
                      Bloomfield Hills, Michigan  48304 

                        CALCULATION OF REGISTRATION FEE
                                                                             

<TABLE>
<CAPTION>
============================================================================================================
<S>                         <C>                <C>                       <C>                  <C>
                                               Proposed Maximum          Proposed Maximum      Amount of 
Title of Securities         Amount to be          Offering                   Aggregate        Registration
 to be Registered            Registered        Price per Share*          Offering Price*          Fee
------------------------------------------------------------------------------------------------------------
                                   
  Common Stock,              1,419,500            $  23.25                 $ 33,003,375         $9,736.00
 $1.00 par value                                                                           
------------------------------------------------------------------------------------------------------------
*Estimated solely for purposes of computing the Registration Fee, at 23.25 per share, the  average price for
shares of the Common Stock on September 11, 1998, as reported on the New
York Stock Exchange, pursuant to Rule 457(h).           
============================================================================================================
</TABLE>



                                  PROSPECTUS

                          Champion Enterprises, Inc.
                                   Suite 300
                             2701 University Drive
                         Auburn Hills, Michigan 48326
                                 (248)340-9090
                              ------------------

                        261,362 Shares of Common Stock

                                 $1 par value
                              -------------------
         The 261,362 shares of Common Stock of Champion Enterprises, Inc.
(the "Company" or "CEI") offered by this Prospectus are outstanding shares
of Common Stock or shares of Common Stock which may be issued upon the
exercise of outstanding stock options, which may be sold from time to time
in the market or in other transactions by certain selling shareholders of
the Company.  See "Plan of Distribution" and "Selling Shareholders."  The
Company will not receive any of the proceeds from these sales.

         The Common Stock is traded on the New York Stock Exchange.  On
September 11, 1998, the closing sale price for the Common Stock as traded on
the New York Stock Exchange was $23.875, as reported in The Wall Street
Journal.
                               -----------------

                      This offering is not underwritten.
                                       
                               -----------------

THESE SECURITIES 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.
                                       
         No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this Prospectus
in connection with the offer made hereby, and, if given or made, such
information or representation must not be relied upon.  The delivery of this
Prospectus at any time does not imply that the information herein is correct
as of any time subsequent to the date hereof.

               The date of this Prospectus is September 15, 1998


























                                   CONTENTS


Additional Information                                
Incorporation by Reference                            
Forward Looking Statements                            
Plan of Distribution                                  
Selling Shareholders                                  
Legal Matters                                         
Experts                                               
Information Required in Registration Statement        
Signatures                                           
Power of Attorney                                    

                            ADDITIONAL INFORMATION

         This Prospectus constitutes a part of a Registration Statement filed
by the Company with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended.  This  Prospectus omits certain of the
information contained in the Registration Statement, and reference is hereby
made to the Registration Statement and related exhibits for further
information with respect to the Company and the securities offered hereby. 
Any statements contained herein concerning the provisions of any documents
are not necessarily complete, and in such instance reference is made to the
copy of such documents filed as an exhibit to the Registration Statement or
otherwise filed with the Securities and Exchange Commission.  Each such
statement is qualified in its entirety by such reference.  This Registration
Statement may be inspected by anyone at the office of the Commission without
charge, and copies of all or any part of it may be obtained upon payment of
the Commission's charge for copying.

         Champion Enterprises, Inc. is subject to the information
requirements of the Securities Exchange Act of 1934, as amended, and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission.  Such reports, proxy statements
and other information may be inspected and copied at the office of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, or
at its Regional Offices located at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, IL 60661-2511; and 7 World Trade
Center, 13th Floor, New York, New York 10007; and copies of such material
can be obtained from the Public Reference Section of the Commission, at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.  The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission.  The address of that Web site is
http://www.sec.gov.

         The Company's Common Stock is traded on the New York Stock Exchange. 
Reports, proxy statements and other information concerning the Company may
be inspected at the offices of the Exchange at 20 Broad Street, New York,
New York 10005.





















                          INCORPORATION BY REFERENCE

         The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Prospectus:

         (a)     The Company's Annual Report on Form 10-K for the fiscal year
                 ended January 3, 1998.

         (b)     All other reports filed pursuant to Section 13(a) or 15(d)
                 of the Securities Exchange Act of 1934 since the end of the
                 fiscal year covered by the Annual Report on Form 10-K
                 referred to in Paragraph (a) above, as follows:  the
                 Company's Quarterly Reports on Form 10-Q for its quarters
                 ended April 4, 1998, and July 4, 1998.

         (c)     The description of the Common Stock of the Company contained
                 in the Registration Statement on Form 8-A, No. 1-9751 filed
                 under the Securities Exchange Act of 1934.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, subsequent to the date of this Prospectus and prior to the
termination of the offering of the securities covered by this Prospectus
shall be deemed to be incorporated herein by reference and to be a part
hereof from the respective date of filing of each such document.

         The Company will provide, without charge, to each person to whom
this Prospectus is delivered, on the written or oral request of any such
person, a copy of any or all of the documents incorporated herein by
reference (other than exhibits to such documents).  Requests should be
directed to John J. Collins, Jr., Vice President-Secretary and General
Counsel, Champion Enterprises, Inc., 2701 University Drive, Suite 320,
Auburn Hills, Michigan 48326, (248)340-9090.


                          FORWARD LOOKING STATEMENTS

         The Company may from time to time make written or oral forward
looking statements, including statements contained in the Company's filings
with the Commission and its reports to shareholders. This Prospectus
contains and incorporates by reference certain statements that could be
considered forward looking.  Such statements are or will be based on the
Company's estimates, assumptions and projections, and are subject to risks
and uncertainties, including those specifically listed below and those
contained in the Company's reports previously filed with the SEC, that could
cause actual results to differ materially from those included in the forward
looking statements.

         Long term growth in the manufactured housing industry may be
affected by:  (1) the relative cost of manufactured housing versus other
forms of housing; (2) general economic trends, including inflation and
unemployment rates, consumer confidence, job growth and interest rates; (3)
changes in demographics, including new household formations and the number
of Americans on fixed income; (4) the availability and cost of financing for
manufactured homes; (5) changes in government regulations and policies,
including HUD regulations, local building codes and zoning regulations; and
(6) changes in regional markets and the U.S. economy as a whole.  Short-term
sales could be affected by inclement weather and inventory levels of
manufactured housing retailers.  Fluctuations in interest rates may affect
the demand for manufactured housing to the extent that those changes reduce
job growth, slow the U.S. economy, or cause a loss in consumer confidence. 
The profitability of the registrant may also be affected by: (1) its ability
to efficiently expand operations and utilize production capacity; (2) its
ability to pass increased raw material costs, particularly lumber costs, on
to its customers; (3) market share position; (4) growth in the manufactured
housing industry as a whole; (5) the results of its acquisitions; and (6)
strength of retail distribution.


                             PLAN OF DISTRIBUTION


         The 261,362 shares of Common Stock being offered by this
Prospectus are being offered by certain shareholders of the Company listed
under "Selling Shareholders" (the "Selling Shareholders").  These shares
have been or will be issued to the Selling Shareholders pursuant to certain
Nonqualified Stock Option Agreements that were executed as an inducement to
employment with the Company.  The option agreements were entered into
separately and not as part of a related series of transactions.

         The shares offered by the Selling Shareholders may be sold from time
to time on the New York Stock Exchange or in the over-the-counter market or
shares may be offered in independent transactions, in negotiated
transactions or otherwise.  In addition, the shares may be sold in
transactions pursuant to Rule 144 under the Securities Act of 1933, in which
case any shares sold pursuant to Rule 144 may be deemed to be restricted
securities.   The Selling Shareholders may also sell some or all of the
shares in transactions involving broker-dealers who may acquire shares as
principal.  Sales will be in the quantities, at the time, and through
registered broker-dealers to be determined from time to time by each Selling
Shareholder.  No arrangements for any broker-dealer to act on behalf of the
Selling Shareholders have yet been made.  It is anticipated that any selling
broker-dealers engaged by the Selling Shareholders will receive only their
customary brokerage commissions.  Participating broker-dealers may be deemed
underwriters of the shares within the meaning of the Securities Act of 1933,
in which event all such compensation to be received by them may be deemed
underwriting compensation.

         Sales of the shares offered by the Selling Shareholders will be made
at prices per share approximating market prices prevailing at the time of
the sales.  The Company will not receive any of the proceeds of the sales. 
Any brokerage commissions due to any broker engaged by any Selling
Shareholder, and any expenses incurred by any Selling Shareholder in
connection with the offering made hereby, will be borne by the Selling
Shareholder.  The Company is bearing the legal and accounting expense
incurred in the preparation and filing of the Registration Statement of
which this Prospectus is a part and the filing fee thereunder. 


                             SELLING SHAREHOLDERS

         Certain information is provided below with respect to each of the
Selling Shareholders.  The information includes the name and address of each
Selling Shareholder, present positions, offices and material relationships
with the Company and its subsidiaries and any during the past three years,
the number of shares of common stock of the Company beneficially owned, the
number of shares offered by this Prospectus and the percentage of the Class
of Common Stock to be owned by the Selling Shareholders after the offering. 
The following table does not include non-affiliates, each of whom may sell
up to 1,000 shares.

<TABLE>
<CAPTION>

<S>                    <C>                            <C>            <C>          <C>
                                                      Shares of CEI Common Stock 
                                                      --------------------------
                      Present Positions, Offices                                  Percent
                      or Relationships with CEI       Owned as of    Offered      of Class
                        and its Affiliates and        Date of this   by this      After
 Name and Address**   Any During the Past 3 Years      Prospectus    Prospectus   Offering
 ------------------   ---------------------------     ------------   ----------   --------
Calvin K. Aaron     President of a retail subsidiary       2,000       2,000         *


Robert Bagwell      Manager of a retail subsidiary         1,500       1,500         *


Karl H. Baumgartner President of a retail subsidiary      27,000       2,000         *


Richard Breidenbach President of a retail subsidiary       5,000       5,000         *


Art Chatoff         Vice President of a retail             8,000       5,000         *
                    subsidiary

Gay Clary           Manager of a retail subsidiary         1,500       1,500         *


M. Mark Cole        President of a retail subsidiary      59,690      46,690         *


James Drake         Manager of a retail subsidiary         1,500       1,500         *


Russell Fox         President of a retail subsidiary      10,000      10,000         *


David Getler        Manager of a retail subsidiary         3,335       3,335         *


Glenn Gilliam       President of a retail subsidiary       5,000       5,000         *


Gary L. Good        Vice President of a retail            16,675      16,675         *
                    subsidiary

James R. Gress      Manager of a retail subsidiary         1,667       1,667         *


Howard Henderson    Manager of a retail subsidiary         1,500       1,500         *


Leroy Jones         President of a retail subsidiary       2,000       2,000


James Landreth      President of a retail subsidiary       2,000       2,000         *


Hope McGinnis       Manager of a retail subsidiary         1,500       1,500         *


James R. McKenzie   President of a retail subsidiary       2,000       2,000         *


K.D. Pool           President of a retail subsidiary       5,100       2,000         *


Don Powell          Manager of a retail subsidiary         1,000       1,000         *


Mark B. Russell     Treasurer of a retail subsidiary       3,335       3,335         *


Joseph Stegmayer    President, Retail Operations and     120,000     120,000         *
                    Chief Financial Officer


Steven B. Thomas    President of a retail subsidiary       2,000       2,000         *


John Whipple        Treasurer of a retail subsidiary       3,000       3,000         *


Eugene Whitworth    Chief Executive Officer of            26,327       6,327         *
                    a retail subsidiary         


Charles E. Wright   President of a retail subsidiary       2,000       2,000         *

----------------

*  Less than 1%
** Address is Suite 300, 2701 University Drive, Auburn Hills, Michigan 48326.
</TABLE>



                                 LEGAL MATTERS

         The validity of the Common Stock offered hereby will be passed upon
for the Company by Dykema Gossett, PLLC of Bloomfield Hills, Michigan.

                                    EXPERTS

         The financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended
January 3, 1998, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation by Reference.

         The following documents filed by Champion Enterprises (the
"Company") with the Securities and Exchange Commission (the "Commission")
are incorporated in this Registration Statement by reference:

         (a)     The Company's Annual Report on Form 10-K for the fiscal year
                 ended January 3, 1998.

         (b)     The Company's Quarterly Reports on Form 10-Q for its
                 quarters ended April 4, 1998, and July 4, 1998.

         (c)     Description of the Company's Common Stock contained in the
                 Company's Registration Statement on Form 8-A under the
                 Securities Exchange Act of 1934, Number 1-9751.

         All documents filed by the Company with the Commission pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Registration Statement and prior to
the termination of the offering of the common stock covered by this
Registration Statement shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing
of each such document.

Item 4.  Description of Securities.

         The description of securities being offered is set forth in Item
3(c).

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable

Item 6.  Indemnification of Directors and Officers.

         
         Michigan Business Corporation Act

         The Company is organized under the Michigan Business Corporation Act
(the "Michigan Act") which, in general, empowers Michigan corporations to
indemnify a person who was or is a party or is threatened to be made a party
to a threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative and whether formal or
informal, other than an action by or in the right of the corporation, by
reason of the fact that such person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another enterprise, against expenses, including attorney's fees, judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred in connection therewith if the person acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of
the corporation or its shareholders and, with respect to a criminal action
or proceeding, if the person had no reasonable cause to believe his or her
conduct was unlawful.

         The Michigan Act also empowers Michigan corporations to provide
similar indemnity to such a person for expenses, including attorney's fees,
and amounts paid in settlement actually and reasonably incurred by the
person in connection with actions or suits by or in the right of the
corporation if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the interests of the
corporation or its shareholders, except in respect of any claim, issue or
matter in which the person has been found liable to the corporation, unless
the court determines that the person is fairly and reasonably entitled to
indemnification in view of all relevant circumstances, in which case
indemnification is limited to reasonable expenses incurred.

         The Michigan Act also permits a Michigan corporation to purchase and
maintain on behalf of such a person insurance against liabilities incurred
in such capacities.  The Company has obtained a policy of directors' and
officers' liability insurance.

         Bylaws of the Registrant

         The Company's Bylaws generally require the Registrant to indemnify
officers and directors to the fullest extent legally possible under the
Michigan Act and provide that similar indemnification may be afforded
employees and agents.



Item 7.  Exemption from Registration Claimed.

         Certain of the shares to be reoffered or resold pursuant to this
Registration Statement were issued without registration under the Securities
Act in reliance on Section 4(2) of the Securities Act for transactions not
involving a public offering.  In determining that such exemption was
available, the Company relied on the fact that the shares were being issued
to a small number of investors, that such investors made certain investment
representations and that the investors agreed not to transfer the shares for
a period of two years.

Item 8.  Exhibits.

         The following exhibits are filed with this Registration Statement:

         4.1     Form of Non-Qualified Stock Option Agreement.

         4.2     Form of Non-Qualified Stock Option Agreement.

          5      Opinion of Dykema Gossett PLLC with respect to the legality
                 of the Common Stock to be registered hereunder.

         23.1    Consent of PricewaterhouseCoopers LLP

         23.2    Consent of Ernst & Young LLP

         23.3    Consent of Dykema Gossett PLLC (contained in Exhibit 5)

         24      Power of Attorney (see "Signatures")


Item 9.  Undertakings.


         (1)     The undersigned registrant hereby undertakes 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 events arising after the effective date of
this 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 this registration statement; (iii) to
include any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material
change to such information in this registration statement; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if this
registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.

         (2)     The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
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.

         (3)     The undersigned registrant hereby undertakes to remove from
registration by means of a post effective amendment any of the securities
being registered which remain unsold at the termination of the offering.

         (4)     The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 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) or 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.

         (5)     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.













                                  SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Auburn Hills, State of Michigan on
September 15, 1998.



                                  CHAMPION ENTERPRISES, INC.



                                  By: /s/ WALTER R. YOUNG, JR.    
                                     ----------------------------
                                     Walter R. Young, Jr.
                                     Chairman of the Board of Directors,
                                     President and Chief Executive Officer


                               POWER OF ATTORNEY

         Each of the undersigned whose signature appears below hereby
constitutes and appoints Walter R. Young, Jr., Joseph H. Stegmayer and John
J. Collins, Jr. and each of them acting alone, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, under the Securities Act of 1933.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 15, 1998.

                                            Title
                                            -----
/s/ WALTER R. YOUNG, JR.      
--------------------------
Walter R. Young, Jr.               Chairman of the Board of Directors,
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)


/s/ JOSEPH H. STEGMAYER      
--------------------------
Joseph H. Stegmayer               President, Retail Operations
                                  and Chief Financial Officer
                                  (Principal Financial Officer)

/s/ RICHARD HEVELHORST   
--------------------------
Richard Hevelhorst               Controller
                                 (Principal Accounting Officer)


/s/ ROBERT W. ANESTIS         
--------------------------
Robert W. Anestis                Director



/s/ SELWYN ISAKOW             
--------------------------
Selwyn Isakow                    Director



/s/ GEORGE R. MRKONIC         
--------------------------
George R. Mrkonic                Director


/s/ JOHNSON S. SAVARY         
---------------------------
Johnson S. Savary                Director


/s/ ROBERT W. STARK
---------------------------
Robert W. Stark                  Director


/s/ CARL L. VALDISERRI        
---------------------------
Carl L. Valdiserri               Director


                               INDEX TO EXHIBITS


       Exhibit                       
       Number                                             Exhibits 
                                        

         4.1     Form of Non-Qualified Stock Option Agreement.

         4.2     Form of Non-Qualified Stock Option Agreement.

          5      Opinion of Dykema Gossett PLLC with respect to the legality
                 of the Common Stock to be registered hereunder.

         23.1    Consent of PricewaterhouseCoopers LLP

         23.2    Consent of Ernst & Young LLP

         23.3    Consent of Dykema Gossett PLLC (contained in Exhibit 5)

         24      Power of Attorney (see "Signatures")
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 32362}]
{"company-data": {"conformed-name": "CHAMPION ENTERPRISES INC", "cik": "0000814068", "assigned-sic": "2451", "irs-number": "382743168", "state-of-incorporation": "MI", "fiscal-year-end": "1225"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63431", "film-number": "98709849"}, "business-address": {"street1": "2701 UNIVERSITY DR", "street2": "STE 320", "city": "AUBURN HILLS", "state": "MI", "zip": "48326", "phone": "8103409090"}, "mail-address": {"street1": "2701 UNIVERSITY DRIVE", "street2": "STE 320", "city": "AUBURN HILLS", "state": "MI", "zip": "48326"}}
As filed with the Securities and Exchange Commission on September 15, 1998
                                         Registration No. 333-    
==========================================================================
                                                                             
                                                         

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                          CHAMPION ENTERPRISES, INC.          
            (Exact name of registrant as specified in its charter)

                  Michigan                       38-2743168 
      (State or other jurisdiction of         (I.R.S. Employer
       incorporation or organization)        Identification No.)

     2701 University Drive, Suite 300, Auburn Hills, Michigan 48326
Address of principal executive offices)                     (zip code)

         Forty-Eight Individual Non-Qualified Stock Option Agreements
                           (Full title of the Plan)

                          John J. Collins, Jr., Esq.
                 Vice President-Secretary and General Counsel
                          Champion Enterprises, Inc.
                       2701 University Drive, Suite 300
                         Auburn Hills, Michigan 48326
                    (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (248)340-9090

                                  Copies to:
                              D. Richard McDonald
                              Dykema Gossett PLLC
                     1577 North Woodward Avenue, Suite 300
                      Bloomfield Hills, Michigan  48304 

                        CALCULATION OF REGISTRATION FEE
============================================================================================================
Proposed Maximum          Proposed Maximum      Amount of 
Title of Securities         Amount to be          Offering                   Aggregate        Registration
 to be Registered            Registered        Price per Share*          Offering Price*          Fee
------------------------------------------------------------------------------------------------------------
                                   
  Common Stock,              1,419,500            $  23.25                 $ 33,003,375         $9,736.00
 $1.00 par value                                                                           
------------------------------------------------------------------------------------------------------------
*Estimated solely for purposes of computing the Registration Fee, at 23.25 per share, the  average price for
shares of the Common Stock on September 11, 1998, as reported on the New
York Stock Exchange, pursuant to Rule 457(h).           
============================================================================================================
PROSPECTUS

                          Champion Enterprises, Inc.
                                   Suite 300
                             2701 University Drive
                         Auburn Hills, Michigan 48326
                                 (248)340-9090
                              ------------------

                        261,362 Shares of Common Stock

                                 $1 par value
                              -------------------
         The 261,362 shares of Common Stock of Champion Enterprises, Inc.
(the "Company" or "CEI") offered by this Prospectus are outstanding shares
of Common Stock or shares of Common Stock which may be issued upon the
exercise of outstanding stock options, which may be sold from time to time
in the market or in other transactions by certain selling shareholders of
the Company.  See "Plan of Distribution" and "Selling Shareholders."  The
Company will not receive any of the proceeds from these sales.

         The Common Stock is traded on the New York Stock Exchange.  On
September 11, 1998, the closing sale price for the Common Stock as traded on
the New York Stock Exchange was $23.875, as reported in The Wall Street
Journal.
                               -----------------

                      This offering is not underwritten.
                                       
                               -----------------

THESE SECURITIES 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.
                                       
         No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this Prospectus
in connection with the offer made hereby, and, if given or made, such
information or representation must not be relied upon.  The delivery of this
Prospectus at any time does not imply that the information herein is correct
as of any time subsequent to the date hereof.

               The date of this Prospectus is September 15, 1998

                                   CONTENTS

Additional Information                                
Incorporation by Reference                            
Forward Looking Statements                            
Plan of Distribution                                  
Selling Shareholders                                  
Legal Matters                                         
Experts                                               
Information Required in Registration Statement        
Signatures                                           
Power of Attorney                                    

                            ADDITIONAL INFORMATION

         This Prospectus constitutes a part of a Registration Statement filed
by the Company with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended.  This  Prospectus omits certain of the
information contained in the Registration Statement, and reference is hereby
made to the Registration Statement and related exhibits for further
information with respect to the Company and the securities offered hereby. 
Any statements contained herein concerning the provisions of any documents
are not necessarily complete, and in such instance reference is made to the
copy of such documents filed as an exhibit to the Registration Statement or
otherwise filed with the Securities and Exchange Commission.  Each such
statement is qualified in its entirety by such reference.  This Registration
Statement may be inspected by anyone at the office of the Commission without
charge, and copies of all or any part of it may be obtained upon payment of
the Commission's charge for copying.

         Champion Enterprises, Inc. is subject to the information
requirements of the Securities Exchange Act of 1934, as amended, and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission.  Such reports, proxy statements
and other information may be inspected and copied at the office of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, or
at its Regional Offices located at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, IL 60661-2511; and 7 World Trade
Center, 13th Floor, New York, New York 10007; and copies of such material
can be obtained from the Public Reference Section of the Commission, at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.  The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission.  The address of that Web site is
http://www.sec.gov.

         The Company's Common Stock is traded on the New York Stock Exchange. 
Reports, proxy statements and other information concerning the Company may
be inspected at the offices of the Exchange at 20 Broad Street, New York,
New York 10005.

                          INCORPORATION BY REFERENCE

         The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Prospectus:

         (a)     The Company's Annual Report on Form 10-K for the fiscal year
                 ended January 3, 1998.

         (b)     All other reports filed pursuant to Section 13(a) or 15(d)
                 of the Securities Exchange Act of 1934 since the end of the
                 fiscal year covered by the Annual Report on Form 10-K
                 referred to in Paragraph (a) above, as follows:  the
                 Company's Quarterly Reports on Form 10-Q for its quarters
                 ended April 4, 1998, and July 4, 1998.

         (c)     The description of the Common Stock of the Company contained
                 in the Registration Statement on Form 8-A, No. 1-9751 filed
                 under the Securities Exchange Act of 1934.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, subsequent to the date of this Prospectus and prior to the
termination of the offering of the securities covered by this Prospectus
shall be deemed to be incorporated herein by reference and to be a part
hereof from the respective date of filing of each such document.

         The Company will provide, without charge, to each person to whom
this Prospectus is delivered, on the written or oral request of any such
person, a copy of any or all of the documents incorporated herein by
reference (other than exhibits to such documents).  Requests should be
directed to John J. Collins, Jr., Vice President-Secretary and General
Counsel, Champion Enterprises, Inc., 2701 University Drive, Suite 320,
Auburn Hills, Michigan 48326, (248)340-9090.

                          FORWARD LOOKING STATEMENTS

         The Company may from time to time make written or oral forward
looking statements, including statements contained in the Company's filings
with the Commission and its reports to shareholders. This Prospectus
contains and incorporates by reference certain statements that could be
considered forward looking.  Such statements are or will be based on the
Company's estimates, assumptions and projections, and are subject to risks
and uncertainties, including those specifically listed below and those
contained in the Company's reports previously filed with the SEC, that could
cause actual results to differ materially from those included in the forward
looking statements.

         Long term growth in the manufactured housing industry may be
affected by:  (1) the relative cost of manufactured housing versus other
forms of housing; (2) general economic trends, including inflation and
unemployment rates, consumer confidence, job growth and interest rates; (3)
changes in demographics, including new household formations and the number
of Americans on fixed income; (4) the availability and cost of financing for
manufactured homes; (5) changes in government regulations and policies,
including HUD regulations, local building codes and zoning regulations; and
(6) changes in regional markets and the U.S. economy as a whole.  Short-term
sales could be affected by inclement weather and inventory levels of
manufactured housing retailers.  Fluctuations in interest rates may affect
the demand for manufactured housing to the extent that those changes reduce
job growth, slow the U.S. economy, or cause a loss in consumer confidence. 
The profitability of the registrant may also be affected by: (1) its ability
to efficiently expand operations and utilize production capacity; (2) its
ability to pass increased raw material costs, particularly lumber costs, on
to its customers; (3) market share position; (4) growth in the manufactured
housing industry as a whole; (5) the results of its acquisitions; and (6)
strength of retail distribution.

                             PLAN OF DISTRIBUTION

         The 261,362 shares of Common Stock being offered by this
Prospectus are being offered by certain shareholders of the Company listed
under "Selling Shareholders" (the "Selling Shareholders").  These shares
have been or will be issued to the Selling Shareholders pursuant to certain
Nonqualified Stock Option Agreements that were executed as an inducement to
employment with the Company.  The option agreements were entered into
separately and not as part of a related series of transactions.

         The shares offered by the Selling Shareholders may be sold from time
to time on the New York Stock Exchange or in the over-the-counter market or
shares may be offered in independent transactions, in negotiated
transactions or otherwise.  In addition, the shares may be sold in
transactions pursuant to Rule 144 under the Securities Act of 1933, in which
case any shares sold pursuant to Rule 144 may be deemed to be restricted
securities.   The Selling Shareholders may also sell some or all of the
shares in transactions involving broker-dealers who may acquire shares as
principal.  Sales will be in the quantities, at the time, and through
registered broker-dealers to be determined from time to time by each Selling
Shareholder.  No arrangements for any broker-dealer to act on behalf of the
Selling Shareholders have yet been made.  It is anticipated that any selling
broker-dealers engaged by the Selling Shareholders will receive only their
customary brokerage commissions.  Participating broker-dealers may be deemed
underwriters of the shares within the meaning of the Securities Act of 1933,
in which event all such compensation to be received by them may be deemed
underwriting compensation.

         Sales of the shares offered by the Selling Shareholders will be made
at prices per share approximating market prices prevailing at the time of
the sales.  The Company will not receive any of the proceeds of the sales. 
Any brokerage commissions due to any broker engaged by any Selling
Shareholder, and any expenses incurred by any Selling Shareholder in
connection with the offering made hereby, will be borne by the Selling
Shareholder.  The Company is bearing the legal and accounting expense
incurred in the preparation and filing of the Registration Statement of
which this Prospectus is a part and the filing fee thereunder. 

                             SELLING SHAREHOLDERS

         Certain information is provided below with respect to each of the
Selling Shareholders.  The information includes the name and address of each
Selling Shareholder, present positions, offices and material relationships
with the Company and its subsidiaries and any during the past three years,
the number of shares of common stock of the Company beneficially owned, the
number of shares offered by this Prospectus and the percentage of the Class
of Common Stock to be owned by the Selling Shareholders after the offering. 
The following table does not include non-affiliates, each of whom may sell
up to 1,000 shares.
Shares of CEI Common Stock 
                                                      --------------------------
                      Present Positions, Offices                                  Percent
                      or Relationships with CEI       Owned as of    Offered      of Class
                        and its Affiliates and        Date of this   by this      After
 Name and Address**   Any During the Past 3 Years      Prospectus    Prospectus   Offering
 ------------------   ---------------------------     ------------   ----------   --------
Calvin K. Aaron     President of a retail subsidiary       2,000       2,000         *

Robert Bagwell      Manager of a retail subsidiary         1,500       1,500         *

Karl H. Baumgartner President of a retail subsidiary      27,000       2,000         *

Richard Breidenbach President of a retail subsidiary       5,000       5,000         *

Art Chatoff         Vice President of a retail             8,000       5,000         *
                    subsidiary

Gay Clary           Manager of a retail subsidiary         1,500       1,500         *

M. Mark Cole        President of a retail subsidiary      59,690      46,690         *

James Drake         Manager of a retail subsidiary         1,500       1,500         *

Russell Fox         President of a retail subsidiary      10,000      10,000         *

David Getler        Manager of a retail subsidiary         3,335       3,335         *

Glenn Gilliam       President of a retail subsidiary       5,000       5,000         *

Gary L. Good        Vice President of a retail            16,675      16,675         *
                    subsidiary

James R. Gress      Manager of a retail subsidiary         1,667       1,667         *

Howard Henderson    Manager of a retail subsidiary         1,500       1,500         *

Leroy Jones         President of a retail subsidiary       2,000       2,000

James Landreth      President of a retail subsidiary       2,000       2,000         *

Hope McGinnis       Manager of a retail subsidiary         1,500       1,500         *

James R. McKenzie   President of a retail subsidiary       2,000       2,000         *

K.D. Pool           President of a retail subsidiary       5,100       2,000         *

Don Powell          Manager of a retail subsidiary         1,000       1,000         *

Mark B. Russell     Treasurer of a retail subsidiary       3,335       3,335         *

Joseph Stegmayer    President, Retail Operations and     120,000     120,000         *
                    Chief Financial Officer

Steven B. Thomas    President of a retail subsidiary       2,000       2,000         *

John Whipple        Treasurer of a retail subsidiary       3,000       3,000         *

Eugene Whitworth    Chief Executive Officer of            26,327       6,327         *
                    a retail subsidiary         

Charles E. Wright   President of a retail subsidiary       2,000       2,000         *

----------------

*  Less than 1%
** Address is Suite 300, 2701 University Drive, Auburn Hills, Michigan 48326.
LEGAL MATTERS

         The validity of the Common Stock offered hereby will be passed upon
for the Company by Dykema Gossett, PLLC of Bloomfield Hills, Michigan.

                                    EXPERTS

         The financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended
January 3, 1998, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation by Reference.

         The following documents filed by Champion Enterprises (the
"Company") with the Securities and Exchange Commission (the "Commission")
are incorporated in this Registration Statement by reference:

         (a)     The Company's Annual Report on Form 10-K for the fiscal year
                 ended January 3, 1998.

         (b)     The Company's Quarterly Reports on Form 10-Q for its
                 quarters ended April 4, 1998, and July 4, 1998.

         (c)     Description of the Company's Common Stock contained in the
                 Company's Registration Statement on Form 8-A under the
                 Securities Exchange Act of 1934, Number 1-9751.

         All documents filed by the Company with the Commission pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Registration Statement and prior to
the termination of the offering of the common stock covered by this
Registration Statement shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing
of each such document.

Item 4.  Description of Securities.

         The description of securities being offered is set forth in Item
3(c).

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable

Item 6.  Indemnification of Directors and Officers.

         
         Michigan Business Corporation Act

         The Company is organized under the Michigan Business Corporation Act
(the "Michigan Act") which, in general, empowers Michigan corporations to
indemnify a person who was or is a party or is threatened to be made a party
to a threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative and whether formal or
informal, other than an action by or in the right of the corporation, by
reason of the fact that such person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another enterprise, against expenses, including attorney's fees, judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred in connection therewith if the person acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of
the corporation or its shareholders and, with respect to a criminal action
or proceeding, if the person had no reasonable cause to believe his or her
conduct was unlawful.

         The Michigan Act also empowers Michigan corporations to provide
similar indemnity to such a person for expenses, including attorney's fees,
and amounts paid in settlement actually and reasonably incurred by the
person in connection with actions or suits by or in the right of the
corporation if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the interests of the
corporation or its shareholders, except in respect of any claim, issue or
matter in which the person has been found liable to the corporation, unless
the court determines that the person is fairly and reasonably entitled to
indemnification in view of all relevant circumstances, in which case
indemnification is limited to reasonable expenses incurred.

         The Michigan Act also permits a Michigan corporation to purchase and
maintain on behalf of such a person insurance against liabilities incurred
in such capacities.  The Company has obtained a policy of directors' and
officers' liability insurance.

         Bylaws of the Registrant

         The Company's Bylaws generally require the Registrant to indemnify
officers and directors to the fullest extent legally possible under the
Michigan Act and provide that similar indemnification may be afforded
employees and agents.

Item 7.  Exemption from Registration Claimed.

         Certain of the shares to be reoffered or resold pursuant to this
Registration Statement were issued without registration under the Securities
Act in reliance on Section 4(2) of the Securities Act for transactions not
involving a public offering.  In determining that such exemption was
available, the Company relied on the fact that the shares were being issued
to a small number of investors, that such investors made certain investment
representations and that the investors agreed not to transfer the shares for
a period of two years.

Item 8.  Exhibits.

         The following exhibits are filed with this Registration Statement:

         4.1     Form of Non-Qualified Stock Option Agreement.

         4.2     Form of Non-Qualified Stock Option Agreement.

          5      Opinion of Dykema Gossett PLLC with respect to the legality
                 of the Common Stock to be registered hereunder.

         23.1    Consent of PricewaterhouseCoopers LLP

         23.2    Consent of Ernst & Young LLP

         23.3    Consent of Dykema Gossett PLLC (contained in Exhibit 5)

         24      Power of Attorney (see "Signatures")

Item 9.  Undertakings.

         (1)     The undersigned registrant hereby undertakes 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 events arising after the effective date of
this 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 this registration statement; (iii) to
include any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material
change to such information in this registration statement; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if this
registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.

         (2)     The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
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.

         (3)     The undersigned registrant hereby undertakes to remove from
registration by means of a post effective amendment any of the securities
being registered which remain unsold at the termination of the offering.

         (4)     The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 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) or 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.

         (5)     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.

                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Auburn Hills, State of Michigan on
September 15, 1998.

                                  CHAMPION ENTERPRISES, INC.

                                  By: /s/ WALTER R. YOUNG, JR.    
                                     ----------------------------
                                     Walter R. Young, Jr.
                                     Chairman of the Board of Directors,
                                     President and Chief Executive Officer

                               POWER OF ATTORNEY

         Each of the undersigned whose signature appears below hereby
constitutes and appoints Walter R. Young, Jr., Joseph H. Stegmayer and John
J. Collins, Jr. and each of them acting alone, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, under the Securities Act of 1933.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 15, 1998.

                                            Title
                                            -----
/s/ WALTER R. YOUNG, JR.      
--------------------------
Walter R. Young, Jr.               Chairman of the Board of Directors,
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)

/s/ JOSEPH H. STEGMAYER      
--------------------------
Joseph H. Stegmayer               President, Retail Operations
                                  and Chief Financial Officer
                                  (Principal Financial Officer)

/s/ RICHARD HEVELHORST   
--------------------------
Richard Hevelhorst               Controller
                                 (Principal Accounting Officer)

/s/ ROBERT W. ANESTIS         
--------------------------
Robert W. Anestis                Director

/s/ SELWYN ISAKOW             
--------------------------
Selwyn Isakow                    Director

/s/ GEORGE R. MRKONIC         
--------------------------
George R. Mrkonic                Director

/s/ JOHNSON S. SAVARY         
---------------------------
Johnson S. Savary                Director

/s/ ROBERT W. STARK
---------------------------
Robert W. Stark                  Director

/s/ CARL L. VALDISERRI        
---------------------------
Carl L. Valdiserri               Director

                               INDEX TO EXHIBITS

       Exhibit                       
       Number                                             Exhibits 
                                        

         4.1     Form of Non-Qualified Stock Option Agreement.

         4.2     Form of Non-Qualified Stock Option Agreement.

          5      Opinion of Dykema Gossett PLLC with respect to the legality
                 of the Common Stock to be registered hereunder.

         23.1    Consent of PricewaterhouseCoopers LLP

         23.2    Consent of Ernst & Young LLP

         23.3    Consent of Dykema Gossett PLLC (contained in Exhibit 5)

         24      Power of Attorney (see "Signatures")