As filed with the Securities and Exchange Commission on February 25, 1999
                                         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)

              Corporate Officer Stock Purchase Plan
                     (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,                 200,000                 $20.1875           $4,037,500       $1122.43 
$1.00 par value                                                                           
-----------------------------------------------------------------------------------------------------------

*Estimated solely for purposes of computing the Registration Fee, at 20.1875 per share, the average price
for shares of the Common Stock on February 24, 1999, as reported on the New York Stock Exchange, pursuant to
Rule 457(h).  

============================================================================================================
</TABLE>


                             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, July 4, 1998 and October 3, 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.


                          LEGAL COUNSEL

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

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.

     Not applicable.


Item 8.  Exhibits.

     The following exhibits are filed with this Registration Statement:

       4.1          Corporate Officer Stock Purchase Plan.

       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.

<PAGE>

<PAGE>
 
                           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
February 22, 1999.

                               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 February 22, 1999.

                              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/ BRIAN D. JELLISON             
-------------------------
Brian D. Jellison              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

<PAGE>
<PAGE>
                        INDEX TO EXHIBITS


       Exhibit                            
       Number                                   Exhibits                       
                      

      4.1           Corporate Officer Stock Purchase Plan.

      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", "secsgml_size_bytes": 15762}]
{"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": "333-72973", "film-number": "99550510"}, "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 February 25, 1999
                                         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)

              Corporate Officer Stock Purchase Plan
                     (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,                 200,000                 $20.1875           $4,037,500       $1122.43 
$1.00 par value                                                                           
-----------------------------------------------------------------------------------------------------------

*Estimated solely for purposes of computing the Registration Fee, at 20.1875 per share, the average price
for shares of the Common Stock on February 24, 1999, as reported on the New York Stock Exchange, pursuant to
Rule 457(h).  

============================================================================================================
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, July 4, 1998 and October 3, 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.

                          LEGAL COUNSEL

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

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.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are filed with this Registration Statement:

       4.1          Corporate Officer Stock Purchase Plan.

       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
February 22, 1999.

                               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 February 22, 1999.

                              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/ BRIAN D. JELLISON             
-------------------------
Brian D. Jellison              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           Corporate Officer Stock Purchase Plan.

      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")