As filed with the Securities and Exchange Commission on May
10, 1996

                                           Registration No. 33-
                                                                 

      
     

                    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 320, Auburn Hills, Michigan 48326
          (Address of principal executive offices)     (zip code)

                 Eight Individual Stock Option Agreements
                         (Full title of the Plan)


                          LOUIS M. BALIUS, ESQ.
               Vice President-Secretary and General Counsel
                        Champion Enterprises, Inc.
                     2701 University Drive, Suite 320
                       Auburn Hills, Michigan 48326
                 (Name and address of agent for service)

       Telephone number, including area code, of agent for
service:
                              (810)340-9090

                                Copies to:

                           D. RICHARD MCDONALD
                           Dykema Gossett PLLC
                  1577 North Woodward Avenue, Suite 300
                    Bloomfield Hills, Michigan  48304




<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

<C>                    <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,          106,000            $ 38               $
4,028,000       $ 1,388.97
$1.00 par value

*Estimated solely for purposes of computing the Registration Fee,
at $38 per share, the average price for shares of the Common
Stock on May 3, 1996, as
reported on the New York Stock Exchange, pursuant to Rule 457(h).

</TABLE>
<PAGE>

PROSPECTUS
                    CHAMPION ENTERPRISES, INC.

                            Suite 320
                      2701 University Drive
                   Auburn Hills, Michigan 48326
                          (810)340-9090
                                 

                  19,500 Shares of Common Stock

                           $1 par value
                                 

   The 19,500 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 principally on the New York Stock
Exchange.  On May 3, 1996, the composite closing sale price for
the Common Stock as traded on the New York Stock Exchange was
$38, 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 NOR HAS THE 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 May 10, 1996
<PAGE>

                      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 75 Park
Place, 14th 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 Company's Common Stock is traded principally on the New
York Stock Exchange.  Reports, proxy statements and other
information concerning the Company may be inspected at the
Exchange.


                    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 December 30, 1995.

   (b)  The following 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:   
        the Company's Current Report on Form 8-K dated April 4,
        1996; and the Company's Quarterly Report on Form 10-Q     
        dated May 10, 1996.  

   (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 Louis M. Balius, Vice
President-Secretary and General Counsel, Champion Enterprises,
Inc., 2701 University Drive, Suite 320, Auburn Hills, Michigan
48326, (810)340-9090.


                       PLAN OF DISTRIBUTION


   The 19,500 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.

   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.

<TABLE>

<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 Subsidiaries and     Date of
this  by this    After
   Name and Address      Any During the Past 3 Years   Prospectus

Prospectus Offering

David C. Moran           Senior Vice President-           5,000  

5,000         *
2701 University Drive    Product Development,
Suite 300                Champion Home Builders Co.
Auburn Hills, MI 48326

Marcy C. Sullivan        President, Grand                 3,600  

3,600         *
270 Davenport Drive      Manor, Inc.
Thomasville, GA 31799

Stanley R. Daughtry      Vice President-                  1,200  

1,200         *
270 Davenport Drive      Manufacturing,
Thomasville, GA 31799    Grand Manor, Inc.

Jerry L. Milligan        Vice President-Sales,            1,200  

1,200         *
270 Davenport Drive      Grand Manor, Inc.
Thomasville, GA 31799

Wayne Sims               President, Homes                 4,000  

4,000         *
401 Henderson Street     of Legend, Inc.
Boaz, AL 35957

Thomas Kevin Sims        Sales Manager, Homes             1,500  

1,500         *
401 Henderson Street     of Legend, Inc.
Boaz, AL 35957

Don Brown                Vice President of                1,500  

1,500         *
401 Henderson Street     Operations,
Boaz, AL 35957           Homes of Legend, Inc.

Keith Bennett            Vice President of                1,500  

1,500         *
401 Henderson Street     Production,
Boaz, AL 35957           Homes of Legend, Inc.

* Less than 1%

</TABLE>





                             EXPERTS

   The financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the
year ended December 30, 1995, have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.

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


<PAGE>


                             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 December 30, 1995.

   (b)  The following 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: the Company's Current Report on Form 8-K
dated April 4, 1996; and the Company's Quarterly Report on Form
10-Q dated May 10, 1996.  


   (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 consolidated financial statements and financial statement
schedules of the Company and its subsidiaries incorporated by
reference in this Registration Statement have been examined by
Price Waterhouse LLP, independent public accountants, whose
report thereon is contained in the Company's annual report on
Form 10-K for the fiscal year ended December 30, 1995, and has
been incorporated herein by reference in reliance upon such
report of Price Waterhouse LLP given upon their authority 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:

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

        10.1 Nonqualified Stock Option Agreement, dated
             September 12, 1995, between the Registrant and
             David C. Moran.

        10.2 Nonqualified Stock Option Agreement, dated March
             29, 1996, between the Registrant and Marcy C.
             Sullivan.

        10.3 Nonqualified Stock Option Agreement, dated March
             29, 1996, between the Registrant and Stanley R.
             Daughtry.

        10.4 Nonqualified Stock Option Agreement, dated March
             29, 1996, between the Registrant and Jerry L.
             Milligan.

        10.5 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Wayne Sims.

        10.6 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Thomas Kevin
             Sims.

        10.7 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Don Brown.

        10.8 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Keith Bennett.

        23.1 Consent of Price Waterhouse LLP

        23.2 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>
                            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 May 3, 1996.


                            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., A.
Jacqueline Dout and Louis M. Balius and each of them acting
alone, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or
her and in his or her 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 May 3, 1996.



                                 Title

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


/s/ A. JACQUELINE DOUT
A. Jacqueline Dout                          Executive Vice
President 
                                            and Chief 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/ CARL L. VALDISERRI
Carl L. Valdiserri                          Director



<PAGE>
                        INDEX TO EXHIBITS



                                            
       Exhibit                                        
       Number           Exhibits


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

        10.1 Nonqualified Stock Option Agreement, dated
             September 12, 1995, between the Registrant and
             David C. Moran.

        10.2 Nonqualified Stock Option Agreement, dated March
             29, 1996, between the Registrant and Marcy C.
             Sullivan.

        10.3 Nonqualified Stock Option Agreement, dated March
             29, 1996, between the Registrant and Stanley R.
             Daughtry.

        10.4 Nonqualified Stock Option Agreement, dated March
             29, 1996, between the Registrant and Jerry L.
             Milligan.

        10.5 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Wayne Sims.

        10.6 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Thomas Kevin
             Sims.

        10.7 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Don Brown.

        10.8 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Keith Bennett.
  
        23.1 Consent of Price Waterhouse LLP

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

        24   Power of Attorney (see "Signatures")
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27883}]
{"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": "333-03439", "film-number": "96559179"}, "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 May
10, 1996

                                           Registration No. 33-
                                                                 

      
     

                    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 320, Auburn Hills, Michigan 48326
          (Address of principal executive offices)     (zip code)

                 Eight Individual Stock Option Agreements
                         (Full title of the Plan)

                          LOUIS M. BALIUS, ESQ.
               Vice President-Secretary and General Counsel
                        Champion Enterprises, Inc.
                     2701 University Drive, Suite 320
                       Auburn Hills, Michigan 48326
                 (Name and address of agent for service)

       Telephone number, including area code, of agent for
service:
                              (810)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,          106,000            $ 38               $
4,028,000       $ 1,388.97
$1.00 par value

*Estimated solely for purposes of computing the Registration Fee,
at $38 per share, the average price for shares of the Common
Stock on May 3, 1996, as
reported on the New York Stock Exchange, pursuant to Rule 457(h).
PROSPECTUS
                    CHAMPION ENTERPRISES, INC.

                            Suite 320
                      2701 University Drive
                   Auburn Hills, Michigan 48326
                          (810)340-9090
                                 

                  19,500 Shares of Common Stock

                           $1 par value
                                 

   The 19,500 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 principally on the New York Stock
Exchange.  On May 3, 1996, the composite closing sale price for
the Common Stock as traded on the New York Stock Exchange was
$38, 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 NOR HAS THE 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 May 10, 1996
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 75 Park
Place, 14th 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 Company's Common Stock is traded principally on the New
York Stock Exchange.  Reports, proxy statements and other
information concerning the Company may be inspected at the
Exchange.

                    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 December 30, 1995.

   (b)  The following 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:   
        the Company's Current Report on Form 8-K dated April 4,
        1996; and the Company's Quarterly Report on Form 10-Q     
        dated May 10, 1996.  

   (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 Louis M. Balius, Vice
President-Secretary and General Counsel, Champion Enterprises,
Inc., 2701 University Drive, Suite 320, Auburn Hills, Michigan
48326, (810)340-9090.

                       PLAN OF DISTRIBUTION

   The 19,500 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.

   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.
Shares of
CEI Common Stock 

                         Present Positions, Offices              

           Percent
                         or Relationships with CEI    Owned as of

Offered    of Class
                         and its Subsidiaries and     Date of
this  by this    After
   Name and Address      Any During the Past 3 Years   Prospectus

Prospectus Offering

David C. Moran           Senior Vice President-           5,000  

5,000         *
2701 University Drive    Product Development,
Suite 300                Champion Home Builders Co.
Auburn Hills, MI 48326

Marcy C. Sullivan        President, Grand                 3,600  

3,600         *
270 Davenport Drive      Manor, Inc.
Thomasville, GA 31799

Stanley R. Daughtry      Vice President-                  1,200  

1,200         *
270 Davenport Drive      Manufacturing,
Thomasville, GA 31799    Grand Manor, Inc.

Jerry L. Milligan        Vice President-Sales,            1,200  

1,200         *
270 Davenport Drive      Grand Manor, Inc.
Thomasville, GA 31799

Wayne Sims               President, Homes                 4,000  

4,000         *
401 Henderson Street     of Legend, Inc.
Boaz, AL 35957

Thomas Kevin Sims        Sales Manager, Homes             1,500  

1,500         *
401 Henderson Street     of Legend, Inc.
Boaz, AL 35957

Don Brown                Vice President of                1,500  

1,500         *
401 Henderson Street     Operations,
Boaz, AL 35957           Homes of Legend, Inc.

Keith Bennett            Vice President of                1,500  

1,500         *
401 Henderson Street     Production,
Boaz, AL 35957           Homes of Legend, Inc.

* Less than 1%
EXPERTS

   The financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the
year ended December 30, 1995, have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.

   The validity of the Common Stock offered hereby will be
passed upon for the Company by Dykema Gossett PLLC of Detroit,
Michigan.
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 December 30, 1995.

   (b)  The following 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: the Company's Current Report on Form 8-K
dated April 4, 1996; and the Company's Quarterly Report on Form
10-Q dated May 10, 1996.  

   (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 consolidated financial statements and financial statement
schedules of the Company and its subsidiaries incorporated by
reference in this Registration Statement have been examined by
Price Waterhouse LLP, independent public accountants, whose
report thereon is contained in the Company's annual report on
Form 10-K for the fiscal year ended December 30, 1995, and has
been incorporated herein by reference in reliance upon such
report of Price Waterhouse LLP given upon their authority 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:

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

        10.1 Nonqualified Stock Option Agreement, dated
             September 12, 1995, between the Registrant and
             David C. Moran.

        10.2 Nonqualified Stock Option Agreement, dated March
             29, 1996, between the Registrant and Marcy C.
             Sullivan.

        10.3 Nonqualified Stock Option Agreement, dated March
             29, 1996, between the Registrant and Stanley R.
             Daughtry.

        10.4 Nonqualified Stock Option Agreement, dated March
             29, 1996, between the Registrant and Jerry L.
             Milligan.

        10.5 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Wayne Sims.

        10.6 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Thomas Kevin
             Sims.

        10.7 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Don Brown.

        10.8 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Keith Bennett.

        23.1 Consent of Price Waterhouse LLP

        23.2 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 May 3, 1996.

                            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., A.
Jacqueline Dout and Louis M. Balius and each of them acting
alone, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or
her and in his or her 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 May 3, 1996.

                                 Title

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

/s/ A. JACQUELINE DOUT
A. Jacqueline Dout                          Executive Vice
President 
                                            and Chief 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/ CARL L. VALDISERRI
Carl L. Valdiserri                          Director
INDEX TO EXHIBITS

                                            
       Exhibit                                        
       Number           Exhibits

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

        10.1 Nonqualified Stock Option Agreement, dated
             September 12, 1995, between the Registrant and
             David C. Moran.

        10.2 Nonqualified Stock Option Agreement, dated March
             29, 1996, between the Registrant and Marcy C.
             Sullivan.

        10.3 Nonqualified Stock Option Agreement, dated March
             29, 1996, between the Registrant and Stanley R.
             Daughtry.

        10.4 Nonqualified Stock Option Agreement, dated March
             29, 1996, between the Registrant and Jerry L.
             Milligan.

        10.5 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Wayne Sims.

        10.6 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Thomas Kevin
             Sims.

        10.7 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Don Brown.

        10.8 Nonqualified Stock Option Agreement, dated April
             26, 1996, between the Registrant and Keith Bennett.
  
        23.1 Consent of Price Waterhouse LLP

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

        24   Power of Attorney (see "Signatures")