


     Pursuant to the resolution of the Board of Directors of
Champion Enterprises, Inc. (the "Company") on December 3, 1996,
the 1990 Nonqualified Stock Option Program (the "1990 Program")
is amended as set forth below.

     1.   Section 6(b) of the 1990 Program is amended and
restated in its entirety effective November 1, 1996 to read as
follows:

          (b)  Grants under the Program consist of a right to
     purchase a designated number of shares of the Company's
     Common Stock at a purchase price of not less than $1.00 per
     share, to be exercised on or before 67 days after the date
     of grant.  Subject to the full exercise of his full rights
     under the Program, a participant shall be granted a
     nonqualified stock option to purchase additional shares of
     the Company's Common Stock at fair market value.  Fair
     market value for purposes of the Program is deemed to
     constitute the closing price of the Company's Common Stock
     on the New York Stock Exchange on the last business day
     preceding the date of grant, as reported in The Wall Street
     Journal.  At the discretion of the Chief Executive Officer,
     a participant may receive a stand-alone option under the
     Program that is not granted in connection with, or
     predicated upon the exercise of, an initial right, granted
     hereunder.  A stand-alone option may be granted with an
     exercise price below fair market value but not below 40% of
     fair market value, as determined above.

     2.   Section 13 of the 1990 Program is amended and restated
in its entirety effective November 1, 1996 to read as follows:

          13.  Non-Assignability.  No right or option shall be
     transferable by a participant except by will or the laws of
     descent and distribution.  Further, no shares of Company
     Common Stock acquired under the Program shall be sold or
     otherwise transferred until the expiration of six months
     after the date of purchase; provided, however, that the
     six-month transfer restriction, or the remaining portion, as
     applicable, shall be waived in the event that a
     participant's employment is terminated by the Company due to
     the Company's June 1996 corporate reorganization, and the
     participant's employment termination occurs during such
     six-month period.  Notwithstanding the foregoing,
     options granted on or after November 1, 1996 may be subject
     to a transfer restriction of up to 24 months, to be
     determined at the discretion of the Board, as specified in a
     participant's Agreement.  During the lifetime of a
     participant, a right or option shall be exercised only by
     the participant.  No transfer of a right or option by will
     or by the laws of descent and distribution shall be
     effective to bind the Company unless the Company shall have
     been furnished with written notice thereof and a copy of the
     will or such evidence as the Company may deem necessary to
     establish the validity of the transfer and the acceptance by
     the transferee of the terms and conditions of the right or
     option.


     This Fourth Amendment to the Company's 1990 Nonqualified
Stock Option Program is hereby executed on December    , 1996.


                         CHAMPION ENTERPRISES, INC.



                         By:                             
                              Walter R. Young, Jr.
                              Chairman, President and
                              Chief Executive Officer


