


     Pursuant to resolutions adopted by the Board of Directors of
Champion Enterprises, Inc. (the "Company") on            , 1996,
the second sentence of Section 13 of the Company's 1993 Middle
Management Stock Option Plan, entitled "Non-Assignability", shall
be amended and restated to read as follows:

     "Further, no shares of Company Common Stock acquired under
     the initial grant portion of the Plan shall be sold or
     otherwise transferred until the expiration of two years
     after the date of purchase, and no shares acquired under the
     option portion of the Plan shall be sold or otherwise
     transferred until the expiration of six months after the
     date of exercise; provided, however, that the two-year
     initial purchase transfer restriction (or the remaining
     portion thereof) and the six-month transfer restriction (or
     the remaining portion thereof) following the exercise of the
     option granted hereunder, 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 restricted period."

     This Second Amendment to the Company's 1993 Middle
Management Stock Option Plan is hereby executed on         ,
1996.

                         CHAMPION ENTERPRISES, INC.



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