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<STREET2>STE 300
<CITY>AUBURN HILLS
<STATE>MI
<ZIP>48326
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-3/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>S-3 - AMENDMENT NO. 1
<TEXT>




As filed with the Securities and Exchange Commission on September 13, 2000.
                                                 Registration No. 333-44170


                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549



                              AMENDMENT NO. 1


                                     TO

                                  FORM S-3
                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933


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

                                  MICHIGAN
                      (State or other jurisdiction of
                       incorporation or organization)

                                 38-2743168
                    (I.R.S. Employer Identification No.)

                      2701 CAMBRIDGE COURT, SUITE 300
                           AUBURN HILLS, MI 48326
                               (248) 340-9090
  (Address, Including Zip Code, and Telephone Number, Including Area Code,
             of each Registrant's Principal Executive Offices)

                            JOHN J. COLLINS, JR.
            SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                      2701 CAMBRIDGE COURT, SUITE 300
                           AUBURN HILLS, MI 48326
                               (248) 340-9090
         (Name, Address, Including Zip Code, and Telephone Number,
                 Including Area Code, of Agent for Service)

                                  Copy to:


      DAVID J. GOLDSCHMIDT, ESQ.                  D. RICHARD MCDONALD, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP            DYKEMA GOSSETT PLLC
         4 TIMES SQUARE                       39577 WOODWARD AVENUE, SUITE 300
    NEW YORK, NEW YORK 10036                  BLOOMFIELD HILLS, MICHIGAN 48304
       (212) 735-3574                               (248) 203-0700


             APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE
            TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE
                    DATE OF THIS REGISTRATION STATEMENT.


  If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. |_|

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |X|
         If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

         If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box: |_|



         THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

<TABLE>
<CAPTION>

                                                 CALCULATION OF REGISTRATION FEE


  Title of Each Class of Securities       Amount to be       Proposed Maximum         Proposed Maximum       Amount of
           to be Registered              Registered (1)          Aggregate            Aggregate Offering    Registration
                                                            Price Per Unit (1) (2)     Price (1) (2) (3)        Fee
----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                      <C>                   <C>                  <C>
Common stock, $1.00 par value (4).....

Preferred stock,  no par value........


Depositary shares.....................


Senior debt securities................

Subordinated debt securities..........

Warrants..............................

Guarantees of debt securities (5).....

   Total                                  $400,000,000             100%                  $400,000,000         $105,600
============================================================================================================================

(1)      An indeterminate number of or aggregate principal amount of the
         securities is being registered as may at various times be issued
         at indeterminate prices, with an aggregate public offering price
         not to exceed $400,000,000 or the equivalent thereof in one or
         more currencies.

(2)      Estimated solely for the purpose of calculating the registration
         fee pursuant to Rule 457.

(3)      Separate consideration may not be received for registered
         securities that are issuable upon exercise, conversion or exchange
         of other securities.

(4)      Attached to each share of common stock is one right to purchase
         1/200th of a share of Champion Enterprises, Inc.'s preferred
         stock, issued under Champion Enterprises, Inc.'s shareholder
         rights agreement.

(5)      Guarantees of debt securities may be issued by the subsidiaries of
         Champion Enterprises, Inc. No separate consideration will be
         received for the issuance of these guarantees. Pursuant to Rule
         457(n), no separate fee is payable for the guarantees.
</TABLE>


<TABLE>
<CAPTION>

OTHER REGISTRANTS


                                                                             PRIMARY
                                                                             STANDARD
                                                                             INDUSTRIAL         IRS EMPLOYER
                                                   JURISDICTION              CLASSIFICA-       IDENTIFICATION
                                                       OF                     TION CODE            NUMBER
NAME OF CORPORATION                                INCORPORATION               NUMBER

<S>                                                <C>                          <C>               <C>

A-1 Homes Group, Inc.                                Michigan                   5271              38-3416642
Accent Mobile Homes, Inc.                            North Carolina             5271              56-1642122
Alpine Homes, Inc.                                   Colorado                   5271              84-1138020
American Transport, Inc.                             Nevada                     4213              88-0285995
Art Richter Insurance, Inc.                          Kentucky                   6411              61-0718629
Auburn Champ, Inc.                                   Michigan                   2451              38-3264202
Bryan Mobile Homes, Inc.                             Texas                      5271              74-2313981
Builders Credit Corporation                          Michigan                   2451              38-2725018
CAC Funding Corporation                              Michigan                   2451              38-2756279
Cal-Nel, Inc.                                        Texas                      5271              75-2753033
Care Free Homes, Inc.                                Michigan                   5271              87-0633793
Central Mississippi Manufactured
         Housing, Inc.                               Mississippi                5271              65-0561149
Champion Financial Corporation                       Michigan                   2451              38-2742043
Champion GP, Inc.                                    Michigan                   5271              38-3548969
Champion Home Builders Co.                           Michigan                   2451              38-2744984
Champion Home Communities, Inc.                      Michigan                   2451              38-1947996
Champion Motor Coach, Inc.                           Michigan                   3713              38-2721632
Champion Retail, Inc.                                Michigan                   5271              38-3392154
Chandeleur Homes, Inc.                               Michigan                   2451              38-3213165
CHI, Inc.                                            Oklahoma                   5271              74-2813105
Cliff Ave. Investments, Inc.                         South Dakota               5271              46-0365898
Colonial Housing, Inc.                               Texas                      5271              75-2022082
Country Estates Homes, Inc.                          Oklahoma                   5271              73-1430526
Countryside Homes, Inc.                              North Dakota               5271              45-0414879
Crest Ridge Homes, Inc.                              Michigan                   2451              38-3213167
Crestpointe Financial Services, Inc.                 Delaware                   2451              75-2140765
Dutch Housing, Inc.                                  Michigan                   2451              38-3157863
Factory Homes Outlet, Inc.                           Idaho                      5271              88-0283245
Fleming County Industries, Inc.                      Kentucky                   2451              61-1078339
Gateway Acceptance Corp.                             South Dakota               5271              46-0372684
Gateway Mobile & Modular Homes, Inc.                 Nebraska                   5271              47-0709908
Gateway Properties Corp.                             South Dakota               5271              46-0426796
Gem Homes, Inc.                                      Delaware                   2451              76-0164265
Genesis Home Centers, Limited Partnership            Michigan                   5271              38-3548972
Grand Manor, Inc.                                    Michigan                   2451              38-3281658
Heartland Homes, Inc.                                Texas                      5271              75-2797283
HomePride Finance Corp.                              Michigan                   5271              38-3454767
Homes America Finance, Inc.                          Nevada                     5271              88-0351418
Homes America, Inc.                                  Michigan                   5271              38-3484901
Homes America of Arizona, Inc.                       Arizona                    5271              86-0895662
Homes America of California, Inc.                    California                 5271              33-0697358
Homes America of Oklahoma, Inc.                      Oklahoma                   5271              73-1489573
Homes America of Phoenix, LLC                        Michigan                   5271              38-3532443
Homes America of Utah, Inc.                          Utah                       5271              87-0540727
Homes America of Wyoming, Inc.                       Wyoming                    5271              88-0233834
Homes of Legend, Inc.                                Michigan                   2451              38-3284410
Homes of Merit, Inc.                                 Florida                    2451              59-1438488
I.D.A., Inc.                                         Oklahoma                   5271              73-1384625
Imperial Housing, Inc.                               Texas                      5271              31-1644691
Investment Housing, Inc.                             Texas                      5271              75-1765938
Iseman Corp.                                         South Dakota               5271              46-0365899
Jasper Mobile Homes, Inc.                            Texas                      5271              75-2652399
Lake Country Living, Inc.                            Texas                      5271              75-1912454
Lamplighter Homes, Inc.                              Washington                 5271              91-1219267
Lamplighter Homes (Oregon), Inc.                     Oregon                     5271              93-0976577
M&J Southwest Development Corp.                      Texas                      5271              76-0237524
Manufactured Housing of Louisiana, Inc.              Michigan                   5271              72-1416792
Mobile Factory Outlet, Inc.                          Texas                      5271              74-1758315
Moduline International, Inc.                         Washington                 2451              91-0828539
Northstar Corporation                                South Dakota               5271              46-0433873
Philadelphia Housing Center, Inc.                    Mississippi                5271              64-0863980
Prairie Ridge, Inc.                                  Kansas                     5271              46-2935648
Premier Housing, Inc.                                Texas                      5271              74-2697710
Redman Business Trust                                Delaware                   2451              75-6469646
Redman Homes Management
         Company, Inc.                               Delaware                   2451              75-2573061
Redman Homes, Inc.                                   Delaware                   2451              75-1364957
Redman Industries, Inc.                              Delaware                   2451              75-2246805
Redman Investment, Inc.                              Delaware                   2451              75-2208257
Redman Management Services
         Business Trust                              Delaware                   2451              75-6469645
Redman Retail, Inc.                                  Delaware                   5271              75-2021720
Regency Supply Company, Inc.                         Delaware                   2451              75-2155269
San Jose Advantage Homes, Inc.                       California                 5271              77-0411951
Service Contract Corporation                         Michigan                   2451              38-2719552
Southern Showcase Finance, Inc.                      Michigan                   5271              56-2084038
Southern Showcase Housing, Inc.                      North Carolina             5271              56-1686678
Star Fleet, Inc.                                     Indiana                    4213              35-1840506
The Okahumpka Corporation                            Florida                    2451              59-2175753
Thomas Homes of Austin, Inc.                         Texas                      5271              74-2755508
Thomas Homes of Buda, Inc.                           Texas                      5271              74-2755509
Thomas Homes of Texas, Inc.                          Texas                      5271              74-2586762
Tom Terry Enterprises, Inc.                          Nevada                     5271              88-0201258
Trading Post Mobile Homes, Inc.                      Kentucky                   5271              61-0945344
U.S.A. Mobile Homes, Inc.                            Oregon                     5271              93-0980361
Victory Investment Company                           Oklahoma                   5271              73-0961344
Vidor Mobile Home Center, Inc.                       Texas                      5271              74-1760670
Western Homes Corporation                            Delaware                   2451              75-2276910
Whitworth Management, Inc.                           Nevada                     5271              88-0233834
Wright's Mobile Homes, Inc.                          Texas                      5271              76-0472967
</TABLE>



         The address, including zip code, and telephone number, including
area code, of the principal offices of the other registrants listed above
is 2701 Cambridge Court, Suite 300, Auburn Hills, MI 48326 (248) 340-9090.


The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and we are not soliciting offers to buy
these securities in any state where the offer of sale is not permitted.


              SUBJECT TO COMPLETION, DATED SEPTEMBER 13, 2000


PROSPECTUS

                                $400,000,000

                         CHAMPION ENTERPRISES, INC.


                                Common Stock
                              Preferred Stock
                             Depositary Shares
                              Debt Securities
                                  Warrants
                     ---------------------------------



         We urge you to read this prospectus and the accompanying
prospectus supplement carefully before you make your investment decision.
We will provide specific terms of these securities in supplements to this
prospectus.

         Our common stock is traded on the New York, Chicago and Pacific
Stock Exchanges. Unless we state otherwise in a prospectus supplement, we
will not list any other of these securities on any securities exchange.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.

                The date of this prospectus is_____________

We may not sell these securities or accept any offer to buy these
securities until we deliver this prospectus and an accompanying prospectus
supplement in final form. We are not using this prospectus and any
accompanying prospectus supplement to offer to sell these securities or to
solicit offers to buy these securities in any place where the offer or sale
is not permitted.

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFER CONTAINED IN THIS
PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY CHAMPION ENTERPRISES, INC. OR ANY UNDERWRITERS. NEITHER
THE DELIVERY OF THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT,
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF CHAMPION SINCE
THE DATE HEREOF. THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT
DO NOT CONSTITUTE ANY OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

                             TABLE OF CONTENTS

                                                                       Page


ABOUT THIS PROSPECTUS....................................................1
WHERE YOU CAN FIND MORE INFORMATION......................................1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
  STATEMENTS.............................................................2
CHAMPION ENTERPRISES, INC................................................3
USE OF PROCEEDS..........................................................3
RATIO OF EARNINGS TO FIXED CHARGES.......................................3
RISK FACTORS.............................................................4
DESCRIPTION OF SECURITIES................................................4
DESCRIPTION OF CAPITAL STOCK ............................................4
DESCRIPTION OF DEPOSITARY SHARES........................................11
DESCRIPTION OF DEBT SECURITIES..........................................15
PLAN OF DISTRIBUTION....................................................24
LEGAL OPINIONS..........................................................26
EXPERTS ................................................................26



                           ABOUT THIS PROSPECTUS

         This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission using a "shelf" registration
process. Under this shelf process, we may sell any combination of the
securities described in this prospectus in one or more offerings up to a
total dollar amount of proceeds of $400 million. This prospectus provides
you with a general description of the securities we may offer. Each time we
sell securities, we will provide a prospectus supplement that will contain
specific information about the terms of that offering and the manner in
which the securities will be offered. The prospectus supplement may also
add, update, or change information contained in this prospectus. You should
read both this prospectus and any prospectus supplement together with
additional information described under the heading "Where You Can Find More
Information."

                    WHERE YOU CAN FIND MORE INFORMATION

         Champion Enterprises, Inc. files reports, proxy statements, and
other information with the SEC. Such reports, proxy statements, and other
information concerning Champion can be read and copied at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Room. The SEC maintains an internet site at http://www.sec.gov
that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC,
including Champion. Champion's common stock is listed on the New York Stock
Exchange, the Chicago Stock Exchange, and the Pacific Stock Exchange under
the trading symbol "CHB." These reports, proxy statements, and other
information are also available for inspection at the offices of the NYSE,
20 Broad Street, New York, New York 10005 and at the Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104.

         This prospectus is part of a registration statement filed with the
SEC by Champion. The full registration statement can be obtained from the
SEC as indicated above, or from Champion.

         The SEC allows Champion to "incorporate by reference" the
information it files with the SEC. This permits Champion to disclose
important information to you by referencing these filed documents. Any
information referenced this way is considered part of this prospectus, and
any information filed with the SEC subsequent to this prospectus will
automatically update and supersede this information. Champion incorporates
by reference the documents listed below which have been filed with the SEC:

         o        Annual Report on Form 10-K for the fiscal year ended
                  January 1, 2000;

         o        Quarterly Reports on Form 10-Q for the quarters ended
                  April 1, 2000 and July 1, 2000; and

         o        Current Report on Form 8-K filed June 16, 2000.

         Champion incorporates by reference any future filings made with
the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 from the date of this prospectus until Champion files
a post-effective amendment which indicates the termination of the offering
of the securities made by this prospectus.

         Any statement contained in a document incorporated or considered
to be incorporated by reference in this registration statement shall be
considered to be modified or superseded for purposes of this prospectus to
the extent that a statement contained in this registration statement or in
any subsequently filed document that is or is considered to be incorporated
by reference modifies or supersedes such statement. Any statement that is
modified or superseded shall not, except as so modified or superseded,
constitute a part of this prospectus.

         Champion will provide without charge, upon written or oral
request, a copy of any or all of the documents which are incorporated by
reference in this prospectus, other than exhibits which are specifically
incorporated by reference into such documents. Requests should be directed
to Investor Relations, Champion Enterprises, Inc., 2701 Cambridge Court,
Suite 300, Auburn Hills, Michigan 48326 (telephone number (248) 340-9090).

         CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

         Some statements contained in this document or incorporated by
reference in this document constitute forward-looking statements as such
term is defined in Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. Some factors could cause actual results to differ
materially from those in the forward-looking statements. These factors
include, but are not limited to:

         o        the relative cost of manufactured housing versus other
                  forms of housing;

         o        general economic trends, including inflation and
                  unemployment rates, consumer confidence, job growth and
                  interest rates;

         o        changes in demographics, including new household
                  formations and the number of Americans on fixed incomes;

         o        the availability and cost of wholesale financing for
                  dealers of, and retail financing for purchasers of,
                  manufactured homes;

         o        changes in government regulations and policies, including
                  Housing and Urban Development regulations, local building
                  codes and zoning regulations;

         o        changes in regional markets and the U.S. economy as a
                  whole; and

         o        competitive and other factors affecting business beyond
                  Champion's control.

                         CHAMPION ENTERPRISES, INC.

         Champion Enterprises, Inc. is the world's largest homebuilder,
with 57 manufacturing facilities in 17 states and two Canadian provinces.
Since the company was founded in 1953, we have built more than 1.4 million
homes. The homes are constructed in a quality-controlled environment at our
off-site manufacturing facilities, sold through our national retailer
network, then transported to the home site.

         We are also one of the industry's leading retailers, operating 290
retail housing centers in 29 states. In addition, our homes are sold
through over 1,000 independent retail locations that have joined our
Alliance of Champions marketing program.

         Through HomePride Finance Corp., our finance business, we provide
retailers with access to consumer credit at competitive rates by
consolidating significant loan origination volume. Champion Development
Corp., our development arm, is one of the nation's leading manufactured
housing community developers, with investments in 14 communities in 7
states.

         Champion has approximately 15,000 employees. Our principal
executive offices are located at 2701 Cambridge Court, Suite 300, Auburn
Hills, Michigan 48326. Our telephone number is (248) 340-9090. Our web site
is www.championhomes.net. The information contained on our web site is not
incorporated by reference in this prospectus.

         All references to "we," "us," "our," or "Champion" in this
prospectus are to Champion Enterprises, Inc.

                              USE OF PROCEEDS

         Unless otherwise specified in a prospectus supplement, Champion
intends to use the net proceeds of any securities sold for general
corporate purposes.

                     RATIO OF EARNINGS TO FIXED CHARGES

         The following table shows Champion's ratio of earnings to fixed
charges for the 26 weeks ended July 1, 2000 and for each of the five most
recent fiscal years.

<TABLE>
<CAPTION>


                                                                                              26 WEEKS
                                                       FISCAL YEAR ENDED                       ENDED
                                                  12/30/95 12/28/96 1/3/98    1/2/99  1/1/00   7/1/00


<S>                                                 <C>      <C>      <C>      <C>      <C>      <C>
Ratio of Earnings to Fixed Charges................  26.3     29.1     91.4     9.4      3.5      1.4
</TABLE>


         IN COMPUTING THE RATIO, EARNINGS CONSIST OF PRE-TAX INCOME FROM
CONTINUING OPERATIONS, EXCLUDING LOSSES OF UNCONSOLIDATED AFFILIATES, PLUS
FIXED CHARGES. FIXED CHARGES REPRESENT TOTAL INTEREST CHARGES, A PORTION OF
OPERATING RENTALS REPRESENTATIVE OF THE INTEREST FACTOR, AND AMORTIZATION
OF DEBT DISCOUNT AND EXPENSE.

                                RISK FACTORS

         The prospectus supplement applicable to each type or series of
securities we offer will contain a discussion of risks applicable to an
investment in Champion and to the particular types of securities that we
are offering under that prospectus supplement. Prior to making a decision
about investing in our securities, you should carefully consider the
specific factors discussed under the caption "Risk Factors" in the
applicable prospectus supplement, together with all of the other
information contained in the prospectus supplement or appearing or
incorporated by reference in this prospectus.

                         DESCRIPTION OF SECURITIES


         This prospectus contains a summary of the common stock, preferred
stock, depositary shares, debt securities, and warrants. These summaries
are not meant to be a complete description of each security. However, this
prospectus and the accompanying prospectus supplement contain the material
terms and conditions for each security.


         Any of the securities described herein and in a prospectus
supplement may be issued separately or as part of a unit consisting of two
or more securities, which may or may not be separable from one another.

         Listing, Transfer Agent and Registrar. Champion's common stock is
listed on the New York, Chicago and Pacific Stock Exchanges as ChampEnt and
has a ticker symbol of CHB. The transfer agent and registrar for the common
stock is American Stock Transfer and Trust Company, 59 Maiden Lane, New
York, NY 10007. Unless we state otherwise in a prospectus supplement
accompanying this prospectus, we will not list any other of the securities
described below on any securities exchange.

                        DESCRIPTION OF CAPITAL STOCK

         Our authorized capital stock is 120,000,000 shares of common
stock, $1.00 par value, and 5,000,000 shares of preferred stock, no par
value. At August 4, 2000, 47,246,552 shares of common stock and no shares
of preferred stock were outstanding. In addition to the summary of our
capital stock that follows, we encourage you to review our articles of
incorporation and bylaws, which we have filed with the SEC.

COMMON STOCK

         Holders of our common stock are entitled to one vote for each
share held of record on all matters on which shareholders are generally
entitled to vote. The vote of the holders of a majority of the stock
represented at a meeting at which a quorum is present is generally required
to take shareholder action, unless a greater vote is required by law.
Directors are elected by a plurality of the votes cast at any election and
there is no cumulative voting of shares.

         Holders of common stock have no preemptive rights. Subject to the
applicable laws and the rights of the holders of preferred stock, holders
of common stock are entitled to such dividends as may be declared by our
board of directors. The common stock is not entitled to any sinking fund,
redemption or conversion provisions. Upon our dissolution, liquidation or
winding up, the holders of our common stock are entitled to share ratably
in our net assets remaining after the payment of all creditors and
liquidation preferences of preferred stock. The outstanding shares of
common stock are duly authorized, validly issued, fully paid and
nonassessable. There will be a prospectus supplement relating to any
offering of common stock offered by this prospectus.

PREFERRED STOCK

         We may issue preferred stock in one or more series with any rights
and preferences that may be authorized by our board of directors. A
prospectus supplement relating to any series of preferred stock being
offered will include specific terms relating to the offering. They will
include:

         o        the title and stated value of the preferred stock;

         o        the price or prices at which the preferred stock may be
                  purchased;

         o        the number of shares of the preferred stock offered, the
                  liquidation preference per share, and the offering price
                  of the preferred stock;

         o        the dividend rate(s), period(s), and/or payment date(s)
                  or method(s) of calculation thereof applicable to the
                  preferred stock;

         o        whether dividends shall be cumulative or non cumulative
                  and, if cumulative, the date from which dividends on the
                  preferred stock shall accumulate;

         o        the procedures for an auction and remarketing, if any,
                  for the preferred stock;

         o        the provisions for a sinking fund, if any, for the
                  preferred stock;

         o        the voting rights of the preferred stock;

         o        the provisions for redemption, if applicable, of the
                  preferred stock;

         o        the terms and conditions, if applicable, upon which the
                  preferred stock will be convertible into common stock of
                  Champion, including the conversion price, or the manner
                  of calculating the conversion price and conversion
                  period;

         o        if appropriate, a discussion of United States federal
                  income tax considerations applicable to the preferred
                  stock;

         o        all series of preferred stock rank on a parity with each
                  other and rank senior to common stock with respect to
                  payment of dividends and distributions of assets upon
                  liquidation; and

         o        any other specific terms, preferences, rights,
                  limitations, or restrictions of the preferred stock.

         Holders of our preferred stock will have no preemptive rights.

         Conversion or Exchange. The terms, if any, on which the preferred
stock may be convertible into or exchangeable for common stock or other
securities of Champion will be detailed in the preferred stock prospectus
supplement. The terms will include provisions as to whether conversion or
exchange is mandatory, at the option of the holder, or at the option of
Champion, and may include provisions pursuant to which the number of shares
of common stock or other securities of Champion to be received by the
holders of preferred stock would be subject to adjustment.

WARRANTS


         Champion may issue warrants, including warrants to purchase common
stock, preferred stock, including preferred stock represented by depositary
shares, debt securities, or any combination of the foregoing. Warrants may
be issued independently or together with any securities and may be attached
to or separate from the securities. The warrants will be issued under
warrant agreements to be entered into between Champion and a warrant agent
as detailed in the prospectus supplement relating to warrants being
offered.


         The applicable prospectus supplement will describe the following
terms, where applicable, of the warrants in respect of which this
prospectus is being delivered:

         o        the title of the warrants;

         o        the aggregate number of the warrants;

         o        the price or prices at which the warrants will be issued;

         o        the currencies in which the price or prices of the
                  warrants may be payable;

         o        the designation, amount, and terms of the offered
                  securities purchasable upon exercise of the warrants;

         o        the designation and terms of the other offered
                  securities, if any, with which the warrants are issued
                  and the number of the warrants issued with each security;

         o        if applicable, the date on and after which the warrants
                  and the offered securities purchasable upon exercise of
                  the warrants will be separately transferable;

         o        the price or prices at which and currency or currencies
                  in which the offered securities purchasable upon exercise
                  of the warrants may be purchased;

         o        the date on which the right to exercise the warrants
                  shall commence and the date on which the right shall
                  expire;

         o        the minimum or maximum amount of the warrants which may
                  be exercised at any one time;

         o        information with respect to book-entry procedures, if
                  any;

         o        a discussion of any federal income tax considerations;
                  and

         o        any other material terms of the warrants, including
                  terms, procedures, and limitations relating to the
                  exchange and exercise of the warrants.

IMPORTANT PROVISIONS OF THE ARTICLES OF INCORPORATION AND BYLAWS OF
CHAMPION, MICHIGAN LAW AND CHAMPION'S RIGHTS AGREEMENT

         The articles of incorporation and bylaws of Champion, Michigan law
and Champion's rights agreement contain provisions, summarized below, that
could have the effect of delaying, deterring or preventing a merger, tender
offer, or other takeover attempt of Champion. This summary is subject to,
and qualified in its entirety by, the provisions of the articles, the
bylaws and the rights agreement, as well as the provisions of any
applicable laws.

         Important Provisions of the Articles of Incorporation and Bylaws.
For instance, our bylaws permit incumbent directors to fill any vacancies
on the board of directors, however occurring, whether by an increase in the
number of directors, death, resignation, retirement, disqualification,
removal from office or otherwise, unless filled by proper action of the
shareholders. In addition, our bylaws require shareholders to give advance
notice of proposals to be presented at meetings of shareholders, including
director nominations.

         These provisions, as well as the provisions of Chapters 7A and 7B
of the Michigan Business Corporation Act (the "MBCA") described below, may
delay shareholder actions with respect to business combinations and the
election of new members to our board of directors. As such, the provisions
could discourage open market purchases of our common stock because a
shareholder who desires to participate in a business combination or elect a
new director may consider them disadvantageous. Additionally, the issuance
of preferred stock could delay or prevent a change of control or other
corporate action.

         Michigan Law. Chapter 7A of the MBCA provides that business
combinations subject to Chapter 7A between a Michigan corporation and a
beneficial owner of shares entitled to 10% or more of the voting power of
such corporation generally require the affirmative vote of 90% of the votes
of each class of stock entitled to vote, and not less than two-thirds of
each class of stock entitled to vote (excluding voting shares owned by such
10% owner), voting as a separate class. Such requirements do not apply if:

         o        the corporation's board of directors approves the
                  transaction prior to the time the 10% owner becomes such;
                  or

         o        the transaction satisfies fairness standards, other
                  specified conditions are met, and the 10% owner has been
                  such for at least five years.

         Chapter 7B of the MBCA provides that, unless a corporation's
articles of incorporation or bylaws provide that Chapter 7B does not apply,
"control shares" of a corporation acquired in a control share acquisition
have no voting rights except as granted by the shareholders of the
corporation. "Control shares" are shares which, when added to shares
previously owned by a shareholder, increase such shareholder's ownership of
voting stock to:

         o        more than 20% but less than 33 1/3%;

         o        more than 33 1/3% but less than a majority; or

         o        more than a majority of the votes to which all of the
                  capital stock of the corporation is entitled to vote in
                  the election of directors.

         A control share acquisition must be approved by the affirmative
vote of a majority of all shares entitled to vote excluding voting shares
owned by the acquirer and specified officers and directors. Currently, our
bylaws provide that we are subject to the provisions of Chapter 7B. While
our board of directors has no present plan to do so, our board of directors
may, in its sole discretion, elect not to be subject to Chapter 7B in the
future by amending our bylaws.

         Rights Agreement. On January 9, 1996, our board of directors
declared a dividend distribution of one right for each outstanding share of
our common stock payable to shareholders of record on February 5, 1996.
Each right initially entitled its holder to purchase from us 1/100th of a
share of our Series A preferred stock at a price of $140 per 1/100th of a
share, subject to adjustment to prevent dilution. As a result of the
2-for-1 stock split of common stock effective May 31, 1996, each right now
represents the right to purchase 1/200th of a share of Series A preferred
stock at a price of $140 per 1/200th of a share.

         The rights trade together with our common stock. The rights may be
exercised or traded separately only after the earlier of:

         o        ten business days following a public announcement that a
                  person or group of affiliated or associated persons has
                  acquired, or obtained the right to acquire, beneficial
                  ownership of 20% or more of the outstanding shares of our
                  common stock (that person or group being referred to as
                  an "acquiring person"); or

         o        ten business days following the commencement or
                  announcement of an intention to commence a tender offer
                  or exchange offer by any person if, upon consummation
                  thereof, such person would be an acquiring person.

         In the event (each referred to as a "triggering event") that,

         o        we were acquired in a merger or other business
                  combination transaction in connection with which all or a
                  part of our common stock shall be changed into or
                  exchanged for stock or other securities of any other
                  person or cash or any other property; or

         o        50% or more of our assets or earning power were sold,

then each holder of a right, other than the acquiring person whose rights
will become void upon the occurrence of either event, will have the right
to receive upon exercise at the then-current exercise price of the right,
that number of shares of common stock of the acquiring person which at the
time of such transaction would have a market value of two times the
exercise price of the right.

         Additionally, in the event (each referred to as a "triggering
event") that,

         o        we were the surviving corporation in a merger and our
                  common stock were not changed or exchanged; or

         o        an acquiring person engages in one of a number of
                  self-dealing transactions specified in the rights
                  agreement; or

         o        in certain circumstances, an acquiring person becomes the
                  beneficial owner of 20% or more of the outstanding shares
                  of our common stock,

then each holder of a right, other than the acquiring person whose rights
will become void upon the occurrence of either event, will have the right
to receive upon exercise at the then-current exercise price of the right,
that number of shares of our common stock (or, in certain circumstances, a
combination of cash, other property, preferred stock, common stock and/or
other securities) having a market value of two times the exercise price of
the right.

         Subject to certain conditions relating to approval by continuing
directors (as defined in the rights agreement), at any time prior to 5:00
P.M., Detroit time, on the tenth business day following the public
announcement that a person or group of affiliated or associated persons has
acquired beneficial ownership of 20% or more of the outstanding shares of
our common stock, our board of directors may redeem the rights at a
redemption price of $0.005 per right.

         Additionally, the continuing directors may at any time prior to
the occurrence of a triggering event, redeem the then outstanding rights at
the redemption price; provided that such redemption is performed in
connection with the consummation of a merger or other business combination
but not involving an acquiring person or its affiliates or associates which
is determined to be in the best interests of the company and our
shareholders by a majority of the continuing directors or by the holders of
80% of our outstanding common stock not owned by the acquiring person or
its affiliates or associates.

         Our board of directors may amend the rights at any time without
shareholder approval. The rights will expire by their terms on February 5,
2006.

         The rights have certain anti-takeover effects. The rights will
cause substantial dilution to a person or group that attempts to acquire
Champion in a manner that causes the rights to become exercisable. We
believe, however, that the rights would neither affect any prospective
offeror willing to negotiate with our board of directors nor interfere with
any merger or other business combination approved by the board of
directors.


                      DESCRIPTION OF DEPOSITARY SHARES

         The following briefly summarizes the material provisions of the
deposit agreement and of the depositary shares and depositary receipts. You
should read the particular terms of any depositary shares and any
depositary receipts that are offered by Champion and any deposit agreement
relating to a particular series of preferred stock which will be described
in more detail in a prospectus supplement. The prospectus supplement will
also state whether any of the generalized provisions summarized below do
not apply to the depositary shares or depositary receipts being offered.
You should read the more detailed provisions of the deposit agreement and
the form of depositary receipt for provisions that may be important to you.

GENERAL

         Champion may, at its option, elect to offer fractional shares of
preferred stock, rather than full shares of preferred stock. In such event,
Champion will issue receipts for depositary shares, each of which will
represent a fraction of a share of a particular series of preferred stock.

         The shares of any series of preferred stock represented by
depositary shares will be deposited under a deposit agreement between
Champion and a bank or trust company selected by Champion having its
principal office in the United States and having a combined capital and
surplus of at least $50,000,000, as preferred stock depositary. Each owner
of a depositary share will be entitled to all the rights and preferences of
the underlying preferred stock, including dividend, voting, redemption,
conversion and liquidation rights, in proportion to the applicable fraction
of a share of preferred stock represented by such depositary share.

         The depositary shares will be evidenced by depositary receipts
issued pursuant to the deposit agreement. Depositary receipts will be
distributed to those persons purchasing the fractional shares of preferred
stock in accordance with the terms of the applicable prospectus supplement.

DIVIDENDS AND OTHER DISTRIBUTIONS

         The preferred stock depositary will distribute all cash dividends
or other cash distributions received in respect of the deposited preferred
stock to the record holders of depositary shares relating to such preferred
stock in proportion to the number of such depositary shares owned by such
holders.

         The preferred stock depositary will distribute any property
received by it other than cash to the record holders of depositary shares
entitled thereto. If the preferred stock depositary determines that it is
not feasible to make such distribution, it may, with the approval of
Champion, sell such property and distribute the net proceeds from such sale
to such holders.

REDEMPTION OF PREFERRED STOCK

         If a series of preferred stock represented by depositary shares is
to be redeemed, the depositary shares will be redeemed from the proceeds
received by the preferred stock depositary resulting from the redemption,
in whole or in part, of such series of preferred stock. The depositary
shares will be redeemed by the preferred stock depositary at a price per
depositary share equal to the applicable fraction of the redemption price
per share payable in respect of the shares of preferred stock so redeemed.
Whenever Champion redeems shares of preferred stock held by the preferred
stock depositary, the preferred stock depositary will redeem as of the same
date the number of depositary shares representing shares of preferred stock
so redeemed. If fewer than all the depositary shares are to be redeemed,
the depositary shares to be redeemed will be selected by the preferred
stock depositary by lot or ratably or by any other equitable method as the
preferred stock depositary may decide.

WITHDRAWAL OF PREFERRED STOCK

         Unless the related depositary shares have previously been called
for redemption, any holder of depositary shares may receive the number of
whole shares of the related series of preferred stock and any money or
other property represented by such depositary receipts after surrendering
the depositary receipts at the corporate trust office of the preferred
stock depositary. Holders of depositary shares making such withdrawals will
be entitled to receive whole shares of preferred stock on the basis set
forth in the related prospectus supplement for such series of preferred
stock. However, holders of such whole shares of preferred stock will not be
entitled to deposit such preferred stock under the deposit agreement or to
receive depositary receipts for such preferred stock after such withdrawal.
If the depositary shares surrendered by the holder in connection with such
withdrawal exceed the number of depositary shares that represent the number
of whole shares of preferred stock to be withdrawn, the preferred stock
depositary will deliver to such holder at the same time a new depositary
receipt evidencing such excess number of depositary shares.

VOTING DEPOSITED PREFERRED STOCK

         Upon receipt of notice of any meeting at which the holders of any
series of deposited preferred stock are entitled to vote, the preferred
stock depositary will mail the information contained in such notice of
meeting to the record holders of the depositary shares relating to such
series of preferred stock. Each record holder of such depositary shares on
the record date will be entitled to instruct the preferred stock depositary
to vote the amount of the preferred stock represented by such holder's
depositary shares. The preferred stock depositary will try to vote the
amount of such series of preferred stock represented by such depositary
shares in accordance with such instructions. Champion will agree to take
all reasonable actions that the preferred stock depositary determines as
necessary to enable the preferred stock depositary to vote as instructed.
The preferred stock depositary will vote all shares of any series of
preferred stock held by it proportionately with instructions received if it
does not receive specific instructions from the holders of depositary
shares representing such series of preferred stock.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

         The form of depositary receipt evidencing the depositary shares
and any provision of the deposit agreement may at any time be amended by
agreement between Champion and the preferred stock depositary. However, any
amendment that imposes additional charges or materially and adversely
alters any substantial existing right of the holders of depositary shares
will not be effective unless such amendment has been approved by the
holders of at least a majority of the affected depositary shares then
outstanding. Every holder of an outstanding depositary receipt at the time
any such amendment becomes effective, or any transferee of such holder,
shall be deemed, by continuing to hold such depositary receipt, or by
reason of the acquisition thereof, to consent and agree to such amendment
and to be bound by the deposit agreement, which has been amended thereby.
The deposit agreement automatically terminates if:

         (1)      all outstanding depositary shares have been redeemed;

         (2)      each share of preferred stock has been converted into or
                  exchanged for common stock; or

         (3)      there has been a final distribution in respect of the
                  preferred stock in connection with any liquidation,
                  dissolution or winding up of Champion and such
                  distribution has been distributed to the holders of
                  depositary shares.

         The deposit agreement may be terminated by Champion at any time
and the preferred stock depositary will give notice of such termination to
the record holders of all outstanding depositary receipts not less than 30
days prior to the termination date. In such event, the preferred stock
depositary will deliver or make available for delivery to holders of
depositary shares, upon surrender of such depositary shares, the number of
whole or fractional shares of the related series of preferred stock as are
represented by such depositary shares.

CHARGES OF PREFERRED STOCK DEPOSITARY; TAXES AND OTHER GOVERNMENTAL CHARGES

         No fees, charges and expenses of the preferred stock depositary or
any agent of the preferred stock depositary or of any registrar shall be
payable by any person other than Champion, except for any taxes and other
governmental charges and except as provided in the deposit agreement. If
the preferred stock depositary incurs fees, charges or expenses for which
it is not otherwise liable hereunder at the election of a holder of a
depositary receipt or other person, such holder or other person will be
liable for such fees, charges and expenses.

RESIGNATION AND REMOVAL OF DEPOSITARY

         The preferred stock depositary may resign at any time by
delivering to Champion notice of its intent to do so, and Champion may at
any time remove the preferred stock depositary, any such resignation or
removal to take effect upon the appointment of a successor preferred stock
depositary and its acceptance of such appointment. Such successor preferred
stock depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000.

MISCELLANEOUS

         The preferred stock depositary will forward all reports and
communications from Champion which are delivered to the preferred stock
depositary and which Champion is required to furnish to the holders of the
deposited preferred stock.

         Neither the preferred stock depositary nor Champion will be liable
if it is prevented or delayed by law or any circumstances beyond its
control in performing its obligations under the deposit agreement. The
obligations of Champion and the preferred stock depositary under the
deposit agreement will be limited to performance in good faith of their
duties thereunder and they will not be obligated to prosecute or defend any
legal proceeding in respect of any depositary shares, depositary receipts
or shares of preferred stock unless satisfactory indemnity is furnished.
Champion and the preferred stock depositary may rely upon written advice of
counsel or accountants, or upon information provided by holders of
depositary receipts or other persons believed to be competent and on
documents believed to be genuine.


                       DESCRIPTION OF DEBT SECURITIES

         The following description sets forth some general terms and
provisions of the debt securities to which any prospectus supplement may
relate. The particular terms of the debt securities offered by any
prospectus supplement and the extent, if any, to which such general
provisions may not apply to the debt securities so offered will be
described in the prospectus supplement relating to such debt securities.
For more information please refer to the applicable indenture. Capitalized
terms used in this prospectus that are not defined will have the meanings
given them in these documents.

         Any senior debt securities will be issued under a senior indenture
to be entered into between Champion and the trustee named in the senior
indenture, also referred to as the "senior trustee." Any subordinated debt
securities will be issued under a subordinated indenture to be entered into
between Champion and the trustee named in the subordinated indenture, also
referred to as the "subordinated trustee." As used in this registration
statement, the term "indentures" refers to both the senior indenture and
the subordinated indenture, as applicable. Both indentures will be
qualified under the Trust Indenture Act. As used in this registration
statement, the term "debt trustee" refers to either the senior trustee or
the subordinated trustee, as applicable.

         The following summaries of some material provisions of the senior
debt securities, the subordinated debt securities, and the indentures are
subject to, and qualified in their entirety by reference to, all the
provisions of the indenture and any supplemental indenture applicable to a
particular series of debt securities, including the definitions in this
registration statement of some terms. Except as otherwise indicated, the
terms of any senior indenture and subordinated indenture, as applicable,
will be identical.

GENERAL

         Each prospectus supplement will describe the following terms
relating to a series of debt securities:

         o        the title and aggregate principal amount of the debt
                  securities;

         o        whether the debt securities are senior debt securities or
                  subordinated debt securities and the terms of
                  subordination;

         o        any limit on the amount of debt securities that may be
                  issued;

         o        whether any of the debt securities will be issuable in
                  whole or in part in temporary or permanent global form or
                  in the form of book-entry securities;

         o        the maturity date(s) of the debt securities;

         o        the annual interest rate(s) (which may be fixed or
                  variable) or the method for determining the rate(s) and
                  the date(s) interest will begin to accrue on the debt
                  securities, the date(s) interest will be payable, and the
                  regular record dates for interest payment dates or the
                  method for determining the record date(s);

         o        the place(s) where payments with respect to the debt
                  securities shall be payable;

         o        Champion's right, if any, to defer payment of interest on
                  the debt securities and the maximum length of any
                  deferral period;

         o        the date, if any, after which, and the price(s) at which,
                  the series of debt securities may, pursuant to any
                  optional redemption provisions, be redeemed at Champion's
                  option, and other related terms and provisions;

         o        the date(s), if any, on which, and the price(s) at which
                  Champion is obligated, pursuant to any mandatory sinking
                  fund provisions or otherwise, to redeem, or at the
                  holder's option to purchase, the series of debt
                  securities and other related terms and provisions;

         o        the denominations in which the series of debt securities
                  will be issued, if other than denominations of $1,000 and
                  any integral multiple thereof;

         o        any mandatory or optional sinking fund or similar
                  provisions respecting the debt securities;

         o        the currency or currency units in which payment of the
                  principal of, premium, if any, and interest on the debt
                  securities shall be payable;

         o        whether and under what circumstances we will pay
                  additional amounts on any debt securities held by a
                  person who is not a United States person for tax purposes
                  and whether we can redeem the debt securities if we have
                  to pay additional amounts;

         o        the terms pursuant to which the debt securities are
                  subject to defeasance and satisfaction and discharge;

         o        any addition to, or modification or deletion of, any
                  event of default or any covenant of Champion specified in
                  the applicable indenture with respect to the debt
                  securities;

         o        the terms and conditions, if any, pursuant to which the
                  debt securities are secured; and

         o        any other terms of the debt securities.

         The debt securities may be issued as original issue discount
securities. An original issue discount security is a debt security,
including any zero-coupon debt security, which:

         o        is issued at a price lower than the amount payable upon
                  its stated maturity; and

         o        provides that upon redemption or acceleration of the
                  maturity, an amount less than the amount payable upon the
                  stated maturity, shall become due and payable.

         United States federal income tax considerations applicable to debt
securities sold at an original issue discount security will be described in
the applicable prospectus supplement. In addition, United States federal
income tax or other considerations applicable to any debt securities which
are denominated in a currency or currency unit other than United States
dollars may be described in the applicable prospectus supplement.

         Under the indentures, Champion will have the ability, in addition
to the ability to issue debt securities with terms different from those of
debt securities previously issued, without the consent of the holders, to
reopen a previous issue of a series of debt securities and issue additional
debt securities of that series, unless such reopening was restricted when
the series was created, in an aggregate principal amount determined by
Champion.

CONVERSION OR EXCHANGE RIGHTS

         The terms, if any, on which a series of debt securities may be
convertible into or exchangeable for common stock or other securities of
Champion will be detailed in the prospectus supplement relating thereto.
Such terms will include provisions as to whether conversion or exchange is
mandatory, at the option of the holder, or at the option of Champion, and
may include provisions pursuant to which the number of shares of common
stock or other securities of Champion to be received by the holders of such
series of debt securities would be subject to adjustment.

GUARANTEES

         Any senior or subordinated debt securities may be guaranteed by
one or more of the direct and indirect subsidiaries of Champion. Each
prospectus supplement will describe any guarantees for the benefit of the
series of debt securities to which it relates.

CONSOLIDATION, MERGER OR SALE

         Unless noted otherwise in a prospectus supplement, the indentures
will not contain any covenant which restricts the ability of Champion to
merge or consolidate, or sell, convey, transfer, or otherwise dispose of
all or substantially all of their assets. However, any successor or
acquirer of such assets must assume all of the obligations of Champion
under the indentures or the debt securities, as appropriate.

EVENTS OF DEFAULT UNDER THE INDENTURE

         The following are events of default under the indentures with
respect to any series of debt securities issued:

         o        failure to pay interest on the debt securities when due
                  and such failure continues for 30 days and the time for
                  payment has not been extended or deferred;

         o        failure to pay the principal or premium of the debt
                  securities, if any, when due;

         o        failure to deposit any sinking fund payment, when due,
                  for any debt security and in the case of the subordinated
                  indenture, whether or not the deposit is prohibited by
                  the subordination provisions;

         o        failure to observe or perform any other covenant
                  contained in the debt securities or the indentures other
                  than a covenant specifically relating to another series
                  of debt securities, and such failure continues for 60
                  days after Champion receives notice from the debt trustee
                  or holders of at least 25% in aggregate principal amount
                  of the outstanding debt securities of that series;

         o        if the debt securities are convertible into shares of
                  common stock or other securities of Champion, failure by
                  Champion to deliver common stock or the other securities
                  when the holder or holders of the debt securities elect
                  to convert the debt securities into shares of common
                  stock or other securities of Champion; and

         o        particular events of bankruptcy, insolvency, or
                  reorganization of Champion.

         The supplemental indenture or the form of security for a
particular series of debt securities may include additional events of
default or changes to the events of default described above. For any
additional or different events of default applicable to a particular series
of debt securities, see the prospectus supplement relating to such series.

         If an event of default with respect to debt securities of any
series occurs and is continuing, the debt trustee or the holders of at
least 25% in aggregate principal amount of the outstanding debt securities
of that series, by notice in writing to Champion and to the debt trustee if
notice is given by such holders, may declare the unpaid principal, premium,
if any, and accrued interest, if any, due and payable immediately.

         The holders of a majority in principal amount of the outstanding
debt securities of an affected series may waive any default or event of
default with respect to such series and its consequences, except defaults
or events of default regarding payment of principal, premium, if any, or
interest on the debt securities. Any such waiver shall cure such default or
event of default.

         Subject to the terms of the indentures, if an event of default
under an indenture shall occur and be continuing, the debt trustee will be
under no obligation to exercise any of its rights or powers under such
indenture at the request or direction of any of the holders of the
applicable series of debt securities, unless such holders have offered the
debt trustee reasonable indemnity. The holders of a majority in principal
amount of the outstanding debt securities of any series will have the right
to direct the time, method and place of conducting any proceeding for any
remedy available to the debt trustee, or exercising any trust or power
conferred on the debt trustee, with respect to the debt securities of that
series, provided that:

         o        it is not in conflict with any law or the applicable
                  indenture;

         o        the debt trustee may take any other action deemed proper
                  by it which is not inconsistent with such direction; and

         o        subject to its duties under the Trust Indenture Act, the
                  debt trustee need not take any action that might involve
                  it in personal liability or might be unduly prejudicial
                  to the holders not involved in the proceeding.

         A holder of the debt securities of any series will only have the
right to institute a proceeding under the indentures or to appoint a
receiver or trustee, or to seek other remedies if:

         o        the holder has given written notice to the debt trustee
                  of a continuing event of default with respect to that
                  series;

         o        the holders of at least 25% in aggregate principal amount
                  of the outstanding debt securities of that series have
                  made written request, and such holders have offered
                  reasonable indemnity to the debt trustee to institute
                  such proceedings as trustee; and

         o        the debt trustee does not institute such proceeding, and
                  does not receive from the holders of a majority in
                  aggregate principal amount of the outstanding debt
                  securities of that series other conflicting directions
                  within 60 days after such notice, request, and offer.

         These limitations do not apply to a suit instituted by a holder of
debt securities if Champion defaults in the payment of the principal,
premium, if any, or interest on, the debt securities.

         Champion will periodically file statements with the debt trustee
regarding its compliance with all of the conditions and covenants in the
indentures.

MODIFICATION OF INDENTURE

         Champion and the debt trustee may change an indenture without the
consent of any holders with respect to specific matters, including:

         o        to cure any ambiguity, omission, defect, or inconsistency
                  in such indenture;

         o        to provide for the assumption by a successor person of
                  the obligations of Champion under such indenture;

         o        to add guarantees, including subsidiary guarantees, with
                  respect to debt securities or to release subsidiary
                  guarantors from subsidiary guarantees as provided by the
                  terms of an indenture or to secure debt securities;

         o        to add to the covenants of Champion for the benefit of
                  holders of debt securities or to surrender any right or
                  power conferred upon Champion;

         o        to change anything that does not materially adversely
                  affect the interests of any holder of debt securities of
                  any series; or

         o        to comply with any requirement of the SEC in connection
                  with the qualification of an indenture under the Trust
                  Indenture Act.

         In addition, under the indentures, the rights of holders of a
series of debt securities may be changed by Champion and the debt trustee
with the written consent of the holders of at least a majority in aggregate
principal amount of the outstanding debt securities of each series that is
affected. However, the following changes may only be made with the consent
of each holder of any outstanding debt securities affected:

         o        change the fixed maturity of such series of debt
                  securities;

         o        reduce the principal amount, reduce the rate of, or
                  extend the time of payment of interest, or any premium
                  payable upon the redemption of any such debt securities;

         o        reduce the amount of principal of an original issue
                  discount security or any other debt security payable upon
                  acceleration of the maturity thereof;

         o        a change in the currency in which any debt security or
                  any premium or interest is payable;

         o        impair the right to enforce any payment on or with
                  respect to any debt security;

         o        adversely change the right to convert or exchange,
                  including decreasing the conversion rate or increasing
                  the conversion price of, such debt security (if
                  applicable);

         o        in the case of the subordinated indenture, modify the
                  subordination provisions in a manner adverse to the
                  holders of the subordinated debt securities;

         o        if the debt securities are secured, change the terms and
                  conditions pursuant to which the debt securities are
                  secured in a manner adverse to the holders of the secured
                  debt securities;

         o        reduce the percentage in principal amount of outstanding
                  debt securities of any series, the consent of whose
                  holders is required for modification or amendment of the
                  applicable indenture or for waiver of compliance with
                  certain provisions of the applicable indenture or for
                  waiver of certain defaults;

         o        reduce the requirements contained in the applicable
                  indenture for quorum or voting;

         o        change any obligations of Champion to maintain an office
                  or agency in the places and for the purposes required by
                  the indentures; or

         o        modify any of the above provisions.

FORM, EXCHANGE, AND TRANSFER

         The debt securities of each series will be issuable only in fully
registered form without coupons and, unless otherwise specified in the
applicable prospectus supplement, in denominations of $1,000 and any
integral multiple thereof. The indentures will provide that debt securities
of a series may be issuable in temporary or permanent global form and may
be issued as book-entry securities that will be deposited with, or on
behalf of, The Depository Trust Company or another depository named by
Champion and identified in a prospectus supplement with respect to such
series.

         At the option of the holder, subject to the terms of the
indentures and the limitations applicable to global securities described in
the applicable prospectus supplement, debt securities of any series will be
exchangeable for other debt securities of the same series, in any
authorized denomination and of like tenor and aggregate principal amount.

         Subject to the terms of the indentures and the limitations
applicable to global securities detailed in the applicable prospectus
supplement, debt securities may be presented for exchange or for
registration of transfer (duly endorsed or with the form of transfer
endorsed thereon duly executed if so required by Champion or the security
registrar) at the office of the security registrar or at the office of any
transfer agent designated by Champion for such purpose. Unless otherwise
provided in the debt securities to be transferred or exchanged, no service
charge will be made for any registration of transfer or exchange, but
Champion may require payment of any taxes or other governmental charges.
The security registrar and any transfer agent (in addition to the security
registrar) initially designated by Champion for any debt securities will be
named in the applicable prospectus supplement. Champion may at any time
designate additional transfer agents or rescind the designation of any
transfer agent or approve a change in the office through which any transfer
agent acts, except that Champion will be required to maintain a transfer
agent in each place of payment for the debt securities of each series.

         If the debt securities of any series are to be redeemed, Champion
will not be required to:

         o        issue, register the transfer of, or exchange any debt
                  securities of that series during a period beginning at
                  the opening of business 15 days before the day of mailing
                  of a notice of redemption of any such debt securities
                  that may be selected for redemption and ending at the
                  close of business on the day of such mailing; or

         o        register the transfer of or exchange any debt securities
                  so selected for redemption, in whole or in part, except
                  the unredeemed portion of any such debt securities being
                  redeemed in part.

INFORMATION CONCERNING THE DEBT TRUSTEE

         The debt trustee, other than during the occurrence and continuance
of an event of default under an indenture, undertakes to perform only such
duties as are specifically detailed in the indentures and, upon an event of
default under an indenture, must use the same degree of care as a prudent
person would exercise or use in the conduct of his or her own affairs.
Subject to this provision, the debt trustee is under no obligation to
exercise any of the powers given it by the indentures at the request of any
holder of debt securities unless it is offered reasonable security and
indemnity against the costs, expenses, and liabilities that it might incur.
The debt trustee is not required to spend or risk its own money or
otherwise become financially liable while performing its duties unless it
reasonably believes that it will be repaid or receive adequate indemnity.

PAYMENT AND PAYING AGENTS

         Unless otherwise indicated in the applicable prospectus
supplement, payment of the interest on any debt securities on any interest
payment date will be made to the person in whose name such debt securities
(or one or more predecessor securities) are registered at the close of
business on the regular record date for such interest.

         Principal of and any premium and interest on the debt securities
of a particular series will be payable at the office of the paying agents
designated by Champion, except that unless otherwise indicated in the
applicable prospectus supplement, interest payments may be made by check
mailed to the holder. Unless otherwise indicated in such prospectus
supplement, the corporate trust office of the debt trustee in The City of
New York will be designated as Champion's sole paying agent for payments
with respect to debt securities of each series. Any other paying agents
initially designated by Champion for the debt securities of a particular
series will be named in the applicable prospectus supplement. Champion will
be required to maintain a paying agent in each place of payment for the
debt securities of a particular series.

         All moneys paid by Champion to a paying agent or the debt trustee
for the payment of the principal of or any premium or interest on any debt
securities which remains unclaimed at the end of two years after such
principal, premium, or interest has become due and payable will be repaid
to Champion, and the holder of the security thereafter may look only to
Champion for payment thereof.

GOVERNING LAW

         The indentures and the debt securities will be governed by and
construed in accordance with the laws of the State of New York except for
conflicts of laws provisions and to the extent that the Trust Indenture Act
shall be applicable.

SUBORDINATION OF SUBORDINATED DEBT SECURITIES

         Unless noted otherwise in a prospectus supplement, any
subordinated debt securities will be unsecured and will be subordinate and
junior in priority of payment to some of Champion's other indebtedness to
the extent described in a prospectus supplement. Additionally, unless noted
otherwise in a prospectus supplement, the subordinated indenture will not
limit the amount of subordinated debt securities which Champion may issue,
nor will it limit Champion from issuing any other secured or unsecured
debt.

                            PLAN OF DISTRIBUTION


         Champion may sell common stock, preferred stock, depositary
shares, warrants, or any series of debt securities being offered hereby in
one or more of the following ways at various times:


         o        to underwriters for resale to the public or to
                  institutional investors;

         o        directly to institutional investors; or

         o        through agents to the public or to institutional
                  investors.

         The prospectus supplements will detail the terms of the offering
of the securities, including the name or names of any underwriters or
agents, the purchase price of such securities, and the proceeds to Champion
from such sale, any underwriting discounts or agency fees and other items
constituting underwriters' or agents' compensation, any initial public
offering price, any discounts or concessions allowed or reallowed or paid
to dealers, and any securities exchanges on which such securities may be
listed.

         If underwriters are used in the sale, the securities will be
acquired by the underwriters for their own account and may be resold at
various times in one or more transactions, including negotiated
transactions, at a fixed public offering price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices.

         Unless otherwise detailed in a prospectus supplement, the
obligations of the underwriters to purchase any series of securities will
be subject to specific conditions precedent and the underwriters will be
obligated to purchase all of such series of securities, if any are
purchased.

         Underwriters and agents may be entitled under agreements entered
into with Champion to indemnification by Champion against specific civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribution with respect to payments which the underwriters or agents may
be required to make in respect thereof. Underwriters and agents may be
customers of, engage in transactions with, or perform services for Champion
and its affiliates in the ordinary course of business.

         Each series of securities will be a new issue of securities and
will have no established trading market other than the common stock which
is listed on the NYSE, the Chicago Stock Exchange, and the Pacific Stock
Exchange. Any common stock sold pursuant to a prospectus supplement will be
listed on the NYSE, the Chicago Stock Exchange, and the Pacific Stock
Exchange, subject to official notice of issuance. Any underwriters to whom
securities are sold by Champion for public offering and sale may make a
market in the securities, but such underwriters will not be obligated to do
so and may discontinue any market making at any time without notice. The
securities, other than the common stock, may or may not be listed on a
national securities exchange.

                               LEGAL OPINIONS

         Legal matters relating to the securities offered hereby will be
passed upon for Champion by Skadden, Arps, Slate, Meagher & Flom LLP. Legal
matters as to Michigan law relating to the validity of the securities being
offered hereby will be passed upon for Champion by Dykema Gossett PLLC.

                                  EXPERTS

         The consolidated financial statements of Champion Enterprises,
Inc. incorporated in this Prospectus by reference to the Annual Report on
Form 10-K for the year ended January 1, 2000, have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

                                  PART II
                   INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

         The following table sets forth the expenses to be borne by
Champion in connection with the offerings described in this registration
statement. All such expenses other than the Securities and Exchange
Commission registration fee are estimates.

         Securities and Exchange Commission Registration Fee..... $105,600
         Transfer Agents, Trustees and Depositary's
              Fees and Expenses..................................   15,000
         Printing and Engraving Fees and Expenses................   50,000
         Accounting Fees and Expenses............................   35,000
         Legal Fees..............................................  150,000
         Miscellaneous...........................................   14,400

                     Total....................................... $370,000
                                                                  ========

ITEM 15.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Champion Enterprises, Inc. is organized under the Michigan
Business Corporation Act (the "Michigan Act") which, in general, empowers
Michigan companies to indemnify a person who is a party or is threatened to
be made a party to any civil, criminal, administrative or investigative
action, suit or proceeding (other than actions by or in the right of the
Company) by reason of the fact that such person is or was a director,
officer, employee or agent of the Company, or of another enterprise at such
Company's request, against expenses, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred in connection
therewith if such person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Company or
its shareholders and, in the case of a criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. The Michigan Act
also empowers Michigan companies to provide similar indemnity to such a
person for expenses and amounts paid in settlement, actually and reasonably
incurred, in actions or suits by or in the right of the Company except in
respect of any claim, issue or matter as to which such person is found
liable to the Company, unless (and then only to the extent that) the court
determines that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity.

         Champion's bylaws generally require Champion to indemnify persons
to the extent it is empowered to do so under the Michigan Act.

ITEM 16.  EXHIBITS

         The following is a list of all exhibits filed as a part of this
registration statement on Form S-3, including those incorporated in this
registration statement by reference.

Exhibit
Number                   Description of Exhibits


    1.1           The form of underwriting agreement will be filed as an
                  exhibit to a current report of the registrant and
                  incorporated in this registration statement by reference.
    4.1           Form of senior indenture.
    4.2           Form of subordinated indenture.
    4.3           The form of any senior debt security with respect to each
                  particular series of senior debt securities issued
                  hereunder will be filed as an exhibit to a current report
                  of the registrant and incorporated in this registration
                  statement by reference.
    4.4           The form of any subordinated debt security with respect
                  to each particular series of subordinated debt securities
                  issued hereunder will be filed as an exhibit to a current
                  report of the registrant and incorporated in this
                  registration statement by reference.
    4.5           The form of any certificate of designation with respect
                  to any preferred stock issued hereunder will be filed as
                  an exhibit to a current report of the registrant and
                  incorporated in this registration statement by reference.
    4.6           The form of warrant agreement will be filed as an exhibit
                  to a current report of the registrant and incorporated in
                  this registration statement by reference.
    4.7           The form of any warrant with respect to each series of
                  warrants will be filed as an exhibit to a current report
                  of the registrant and incorporated in this registration
                  statement by reference.
    4.8           The form of deposit agreement will be filed as an exhibit
                  to a current report of the registrant and incorporated in
                  this registration statement by reference.
    4.9           The form of any depositary receipt with respect to each
                  series of depositary shares will be filed as an exhibit
                  to a current report of the registrant and incorporated in
                  this registration statement by reference.
    5.1           Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
    5.2           Opinion of Dykema Gossett PLLC.
    12.1          Statement re: Computation of Ratio of Earnings to Fixed
                  Charges.*
    23.1          Consent of PricewaterhouseCoopers LLP, Independent
                  Accountants.*
    23.2          Consent of Skadden, Arps, Slate, Meagher & Flom LLP
                  (included in Exhibit 5.1).
    23.3          Consent of Dykema Gossett PLLC (included in Exhibit 5.2).
    24            Power of Attorney (included on signature page of the
                  Registration Statement).
    25.1          A Statement of Eligibility on Form T-1 under the Trust
                  Indenture Act of 1939, as amended, of the trustee under
                  the indentures.

----------------
* Previously filed.


ITEM 17.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement;

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered in
this registration statement, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; and

         (3) 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.

         The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of 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 in this
registration statement, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         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 provisions detailed
in Item 15, 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.

         The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.


                                 SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933,
Champion Enterprises, Inc. has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Auburn Hills, in the State of
Michigan on September 13, 2000.


                                            CHAMPION ENTERPRISES, INC.




                                            By            *
                                              --------------------------------
                                              Name:  Walter R. Young
                                              Title: President and Chief
                                                     Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on September 13, 2000.


      Signatures                          Title


*                                  Chairman of the Board of Directors,
---------------------------        President and Chief Executive Officer
Walter R. Young                    (Principal Executive Officer)


*                                  Vice President and Controller (Principal
---------------------------        Financial and Accounting Officer)
Richard Hevelhorst


*
---------------------------
Robert W. Anestis                  Director


*
---------------------------
Selwyn Isakow                      Director


*
---------------------------
Brian D. Jellison                  Director


*
---------------------------
Ellen R. Levine                    Director


*
---------------------------
George R. Mrkonic                  Director


*
---------------------------
Carl L. Valdiserri                 Director


*By: /s/ JOHN J. COLLINS, JR.
     ------------------------
        Attorney-in-fact



                                 SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each
of the registrants listed below certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Auburn Hills, state of Michigan, on September 13, 2000.


        A-1 Homes Group, Inc., Accent Mobil Homes, Inc., Alpine Homes,
        Inc., American Transport, Inc., Art Richter Insurance, Inc., Bryan
        Mobil Homes, Inc., Cal-Nel, Inc., Care Free Homes, Inc., CHI, Inc.,
        Central Mississippi Manufactured Housing, Inc., Champion Home
        Builders Co., Champion Retail, Inc., Chandeleur Homes, Inc., Cliff
        Ave. Investments, Inc., Colonial Housing, Inc., Country Estates
        Homes, Inc., Countryside Homes, Inc., Crest Ridge Homes, Inc.,
        Dutch Housing, Inc., Factory Homes Outlet, Inc., Fleming County
        Industries, Inc., Gateway Acceptance Corp., Gateway Mobile &
        Modular Homes, Inc., Gateway Properties Corp., Grand Manor, Inc.,
        Heartland Homes, Inc., Homes America Finance, Inc., Homes America
        of Arizona, Inc., Homes America of California, Inc., Homes America
        of Oklahoma, Inc., Homes America of Utah, Inc., Homes America of
        Wyoming, Inc., Homes America, Inc., Homes of Legend, Inc., Homes of
        Merit, Inc., I.D.A., Inc., Imperial Housing, Inc., Investment
        Housing, Inc., Iseman Corp., Jasper Mobile Homes, Inc., Lake
        Country Living, Inc., Lamplighter Homes, Inc., Lamplighter Homes
        (Oregon), Inc., M&J Southwest Development Corp., Manufactured
        Housing of Louisiana, Inc., Mobile Factory Outlet, Inc., Moduline
        International, Inc., Northstar Corporation, Philadelphia Housing
        Center, Inc., Prairie Ridge, Inc., Premier Housing, Inc., Redman
        Homes, Inc., Redman Industries, Inc., San Jose Advantage Homes,
        Inc., Southern Showcase Finance, Inc., Southern Showcase Housing,
        Inc., Star Fleet, Inc., Thomas Homes of Austin, Inc., Thomas Homes
        of Buda, Inc., Thomas Homes of Texas, Inc., Tom Terry Enterprises,
        Inc., Trading Post Mobile Homes, Inc., U.S.A. Mobile Homes, Inc.,
        Victory Investment Company, Vidor Mobil Home Center, Inc., Western
        Homes Corporation, Whitworth Management, Inc., Wright's Mobile
        Homes, Inc.



                                       By            *
                                         --------------------------------
                                         Name:  Walter R. Young
                                         Title: Chief Executive Officer


        Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on September 13, 2000.




        Signatures                                    Title

*                                   Chairman of the Board of Directors and
---------------------------         Chief Executive Officer (Principal
Walter R. Young                     Executive Officer)


*                                   Chief Accounting Officer (Principal
---------------------------         Financial and Accounting Officer)
Richard Hevelhorst


*
---------------------------
John J. Collins, Jr.                Director


*
---------------------------
Philip C. Surles                    Director


*By:/s/ JOHN J. COLLINS, JR.
    ------------------------
     Attorney-in-fact


                                 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of
the registrants listed below certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Auburn Hills, state of Michigan, on September 13, 2000.

        Builders Credit Corporation, CAC Funding Corporation, Champion
        Financial Corporation, Crestpointe Financial Services, Inc.,
        Service Contract Corporation



                                   By            *
                                      --------------------------------------
                                      Name:  Walter R. Young
                                      Title: Chief Executive Officer



        Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on September 13, 2000.


      Signatures                                   Title

*                                     Chief Executive Officer and Chairman of
--------------------------------      the Board of Directors (Principal
Walter R. Young                       Executive Officer)


*                                     Chief Accounting Officer (Principal
--------------------------------      Financial and Accounting Officer)
Richard Hevelhorst


*
--------------------------------
John J. Collins, Jr.                  Director


*By:/s/ JOHN J. COLLINS, JR.
    ------------------------
        Attorney-in-fact


                                 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of
the registrants listed below certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Auburn Hills, state of Michigan, on September 13, 2000.

        Champion Home Communities, Inc., Champion Motor Coach, Inc., Gem
        Homes, Inc., Redman Investment, Inc., Redman Retail, Inc., Regency
        Supply Company, Inc., The Okahumpka Corporation


                                 By       *
                                   ------------------------------------------
                                   Name:  Walter R. Young
                                   Title: Chief Executive Officer


        Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on September 13, 2000.


      Signatures                                     Title

*                                    Chief Executive Officer and Chairman
-----------------------------        of the Board of Directors (Principal
Walter R. Young                      Executive Officer)


*                                    Chief Accounting Officer (Principal
----------------------------         Financial and Accounting Officer)
Richard Hevelhorst


*
----------------------------
John J. Collins, Jr.                 Director


*By:/s/ JOHN J. COLLINS, JR.
    ------------------------
       Attorney-in-fact



                                 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of
the registrants listed below certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Auburn Hills, state of Michigan, on September 13, 2000.

        Redman Business Trust, Redman Homes Management Company, Inc., Redman
        Management Services Business Trust


                                  By            *
                                    --------------------------------------
                                    Name:  Walter R. Young
                                    Title: Chief Executive Officer


        Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on September 13, 2000.


    Signatures                                   Title

*                                       Chief Executive Officer
------------------------------          (Principal Executive Officer)
Walter R. Young


*                                       Chief Accounting Officer and Director
-----------------------------           (Principal Financial and Accounting
Richard Hevelhorst                      Officer)


*
-----------------------------
John J. Collins, Jr.                    Director


*By:/s/ JOHN J. COLLINS, JR.
    ------------------------
        Attorney-in-fact



                                 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Auburn
Champ, Inc. has duly caused this amendment to the registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Auburn Hills, in the State of Michigan on September 13, 2000.

                                           AUBURN CHAMP, INC.



                                           By            *
                                             -------------------------------
                                             Name:  Walter R. Young
                                             Title: Chief Executive Officer


        Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on September 13, 2000.


       Signatures                                      Title

*
---------------------------             Chief Executive Officer
Walter R. Young                         (Principal Executive Officer)


*                                       Chief Accounting Officer and Director
---------------------------             (Principal Financial and Accounting
Richard Hevelhorst                      Officer)


*
--------------------------              Chairman of the Board of Directors
Colleen T. Bauman


*By:/s/ JOHN J. COLLINS, JR.
    ------------------------
        Attorney-in-fact



                                 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933,
HomePride Finance Corp. has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Auburn Hills, in the State of Michigan on September 13, 2000.

                                           HOMEPRIDE FINANCE CORP.



                                           By /s/ WALTER R. YOUNG
                                             ------------------------
                                             Name:   Walter R. Young
                                             Title:  Chief Executive Officer



        Each person whose signature appears below hereby constitutes and
appoints each of John J. Collins, Jr. and Richard Hevelhorst or either of
them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) under the Securities Act and to sign any
instrument, contract, document or other writing of or in connection with
the Registration Statement and any amendments and supplements thereto
(including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self- regulatory body,
granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on September 13, 2000.


     Signatures                            Title


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


/s/ RICHARD HEVELHORST           Chief Accounting Officer (Principal
----------------------------     Financial and Accounting Officer)
Richard Hevelhorst


/s/ PHILIP C. SURLES             Director
----------------------------
Philip C. Surles



                                 SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933,
Champion GP, Inc. has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Auburn Hills, in the State of Michigan on September 13, 2000.


                                           CHAMPION GP, INC.


                                           By /s/ WALTER R. YOUNG
                                             --------------------------
                                             Name:   Walter R. Young
                                             Title:  Chief Executive Officer


        Each person whose signature appears below hereby constitutes and
appoints each of John J. Collins, Jr. and Richard Hevelhorst or either of
them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) under the Securities Act and to sign any
instrument, contract, document or other writing of or in connection with
the Registration Statement and any amendments and supplements thereto
(including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self- regulatory body,
granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.


        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on September 13, 2000.


    Signatures                             Title


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


/s/ RICHARD HEVELHORST           Chief Accounting Officer (Principal Financial
-----------------------          and Accounting Officer)
Richard Hevelhorst


/s/ JOHN J. COLLINS, JR.         Director
------------------------
John J. Collins, Jr.


/s/ PHILIP C. SURLES             Director
-------------------------
Philip C. Surles



                                 SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933, Genesis
Home Centers, Limited Partnership has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Auburn Hills, in the State of Michigan on
September 13, 2000.


                               GENESIS HOME CENTERS, LIMITED PARTNERSHIP

                               By:  CHAMPION GP, INC., its General Partner

                               By /s/ WALTER R. YOUNG
                                  ---------------------------------------
                                  Name:  Walter R. Young
                                  Title: Chief Executive Officer


        Each person whose signature appears below hereby constitutes and
appoints each of John J. Collins, Jr. and Richard Hevelhorst or either of
them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) under the Securities Act and to sign any
instrument, contract, document or other writing of or in connection with
the Registration Statement and any amendments and supplements thereto
(including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self- regulatory body,
granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

                Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons
in the capacities indicated on September 13, 2000.


    Signatures                            Title


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


/s/ RICHARD HEVELHORST          Chief Accounting Officer (Principal Financial
-----------------------         and Accounting Officer)
Richard Hevelhorst


/s/ JOHN J. COLLINS, JR.        Director
------------------------
John J. Collins, Jr.


/s/ PHILIP C. SURLES            Director
------------------------
Philip C. Surles






EXHIBIT INDEX


Exhibit
Number                         Description of Exhibits


    1.1         The form of underwriting agreement will be filed as an
                exhibit to a current report of the registrant and
                incorporated in this registration statement by reference.
    4.1         Form of senior indenture.
    4.2         Form of subordinated indenture.
    4.3         The form of any senior debt security with respect
                to each particular series of senior debt
                securities issued hereunder will be filed as an
                exhibit to a current report of the registrant and
                incorporated in this registration statement by
                reference.
    4.4         The form of any subordinated debt security with respect to
                each particular series of subordinated debt securities
                issued hereunder will be filed as an exhibit to a current
                report of the registrant and incorporated in this
                registration statement by reference.
    4.5         The form of any certificate of designation with respect to
                any preferred stock issued hereunder will be filed as an
                exhibit to a current report of the registrant and
                incorporated in this registration statement by reference.
    4.6         The form of warrant agreement will be filed as an exhibit
                to a current report of the registrant and incorporated in
                this registration statement by reference.
    4.7         The form of any warrant with respect to each series of
                warrants will be filed as an exhibit to a current report of
                the registrant and incorporated in this registration
                statement by reference.
    4.8         The form of deposit agreement will be filed as an exhibit
                to a current report of the registrant and incorporated in
                this registration statement by reference.
    4.9         The form of any depositary receipt with respect to each
                series of depositary shares will be filed as an exhibit to
                a current report of the registrant and incorporated in this
                registration statement by reference.
    5.1         Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
    5.2         Opinion of Dykema Gossett PLLC.
    12.1        Statement re: Computation of Ratio of Earnings to Fixed
                Charges.*
    23.1        Consent of PricewaterhouseCoopers LLP, Independent
                Accountants.*
    23.2        Consent of Skadden, Arps, Slate, Meagher & Flom LLP
                (included in Exhibit 5.1).
    23.3        Consent of Dykema Gossett PLLC (included in Exhibit 5.2).
    24          Power of Attorney (included on signature page of the
                Registration Statement).
    25.1        A Statement of Eligibility on Form T-1 under the Trust
                Indenture Act of 1939, as amended, of the trustee under the
                indentures.

--------------
* Previously filed.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 4.1 - SENIOR INDENTURE
<TEXT>



Exhibit 4.1
=============================================================================

                          CHAMPION ENTERPRISES, INC.,
                                    Issuer


                                     AND


                        BANK ONE TRUST COMPANY, N.A.,
                                   Trustee

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

                                  INDENTURE

                            Dated as of [ ], 2000

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


                            Senior Debt Securities

=============================================================================



                           CROSS-REFERENCE TABLE*

    Section of
Trust Indenture Act                                          Section of
of 1939, as amended                                          Indenture
-------------------                                         -----------

310(a)......................................................  7.09
310(b)......................................................  7.08
                                                              7.10
310(c)......................................................  Inapplicable
311(a)......................................................  7.13
311(b)......................................................  7.13
311(c)......................................................  Inapplicable
312(a)......................................................  5.01
                                                              5.02(a)
312(b)......................................................  5.02(c)
312(c)......................................................  5.02(c)
313(a)......................................................  5.04(a)
313(b)......................................................  5.04(b)
313(c)......................................................  5.04(a)
                                                              5.04(b)
313(d)......................................................  5.04(c)
314(a)......................................................  5.03
314(b)......................................................  Inapplicable
314(c)......................................................  13.07
314(d)......................................................  Inapplicable
314(e)......................................................  13.07
314(f)......................................................  Inapplicable
315(a)......................................................  7.01
315(b)......................................................  7.14
315(c)......................................................  7.01(a)
315(d)......................................................  7.01(b)
315(e)......................................................  6.07
316(a)......................................................  6.06, 8.04
316(b)......................................................  6.04
316(c)......................................................  8.01
317(a)......................................................  6.02
317(b)......................................................  4.03
318(a)......................................................  13.09
--------
*     This Cross-Reference Table does not constitute part of the Indenture
      and shall not have any bearing on the interpretation of any of its
      terms or provisions.





                             TABLE OF CONTENTS*


                                 ARTICLE I.

                                DEFINITIONS

SECTION 1.01 Definitions of Terms............................................1
               Affiliate.....................................................1
               Authenticating Agent..........................................2
               Bankruptcy Law................................................2
               Board of Directors............................................2
               Board Resolution..............................................2
               Business Day..................................................2
               Certificate...................................................2
               Company.......................................................2
               Corporate Trust Office........................................2
               Custodian.....................................................2
               Default.......................................................2
               Depositary....................................................3
               Event of Default..............................................3
               Global Security...............................................3
               Governmental Obligations......................................3
               Guarantee.....................................................3
               Guaranty Agreement............................................4
               "herein", "hereof" and "hereunder"............................4
               Indenture.....................................................4
               Interest......................................................4
               Interest Payment Date.........................................4
               Officer.......................................................4
               Officers' Certificate.........................................4
               Opinion of Counsel............................................4
               Original Issue Discount Security..............................4
               Outstanding...................................................4
               Person........................................................5
               Predecessor Security..........................................5
               Responsible Officer...........................................5
               Securities....................................................5
               Securityholder................................................5
               Subsidiary....................................................5
               Subsidiary Guarantor..........................................5
               Subsidiary Guarantee..........................................6
               Trustee.......................................................6
               Trust Indenture Act...........................................6
               Yield to Maturity.............................................6
----------
*     This Table of Contents does not constitute part of the Indenture and
      shall not have any bearing upon the interpretation of any of its
      terms or provisions.


                                ARTICLE II.

                   ISSUE, DESCRIPTION, TERMS, EXECUTION,
                  REGISTRATION AND EXCHANGE OF SECURITIES

SECTION 2.01 Designation and Terms of Securities.............................6
SECTION 2.02 Form of Securities and Trustee's Certificate....................9
SECTION 2.03 Denominations;  Provisions for Payment..........................9
SECTION 2.04 Execution and Authentication...................................11
SECTION 2.05 Registration of Transfer and Exchange..........................12
SECTION 2.06 Temporary Securities...........................................13
SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities................13
SECTION 2.08 Cancellation...................................................14
SECTION 2.09 Benefits of Indenture..........................................15
SECTION 2.10 Authenticating Agent...........................................15
SECTION 2.11 Global Securities..............................................15


                                ARTICLE III.

            REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.01 Redemption.....................................................17
SECTION 3.02 Notice of Redemption...........................................17
SECTION 3.03 Payment Upon Redemption........................................18
SECTION 3.04 Sinking Fund...................................................19
SECTION 3.05 Satisfaction of Sinking Fund Payments with Securities..........19
SECTION 3.06 Redemption of Securities for Sinking Fund......................19


                                ARTICLE IV.

                             CERTAIN COVENANTS

SECTION 4.01 Payment of Principal, Premium and Interest.....................20
SECTION 4.02 Maintenance of Office or Agency................................20
SECTION 4.03 Paying Agents..................................................21
SECTION 4.04 Appointment to Fill Vacancy in Office of Trustee...............22
SECTION 4.05 Compliance with Consolidation Provisions.......................22
SECTION 4.06 Statement by Officers as to Default............................22


                                 ARTICLE V.

                     SECURITYHOLDERS' LISTS AND REPORTS
                       BY THE COMPANY AND THE TRUSTEE

SECTION 5.01 Company to Furnish Trustee Names and Addresses of
             Securityholders................................................22
SECTION 5.02 Preservation of Information; Communications with
             Securityholders................................................23
SECTION 5.03 Reports by the Company.........................................23
SECTION 5.04 Reports by the Trustee.........................................24


                                ARTICLE VI.

                REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            ON EVENT OF DEFAULT

SECTION 6.01 Events of Default..............................................24
SECTION 6.02 Collection of Indebtedness and Suits for Enforcement
             by Trustee.....................................................27
SECTION 6.03 Application of Moneys Collected................................28
SECTION 6.04 Limitation on Suits............................................29
SECTION 6.05 Rights and Remedies Cumulative; Delay or Omission Not
             Waiver.........................................................29
SECTION 6.06 Control by Securityholders.....................................30
SECTION 6.07 Undertaking to Pay Costs.......................................31


                                ARTICLE VII.

                           CONCERNING THE TRUSTEE

SECTION 7.01 Certain Duties and Responsibilities of Trustee.................31
SECTION 7.02 Certain Rights of Trustee......................................32
SECTION 7.03 Trustee Not Responsible for Recitals or Issuance or
             Securities.....................................................34
SECTION 7.04 May Hold Securities............................................34
SECTION 7.05 Moneys Held in Trust...........................................34
SECTION 7.06 Compensation and Reimbursement.................................34
SECTION 7.07 Reliance on Officers' Certificate..............................35
SECTION 7.08 Disqualification; Conflicting Interests........................35
SECTION 7.09 Corporate Trustee Required; Eligibility........................36
SECTION 7.10 Resignation and Removal; Appointment of Successor..............36
SECTION 7.11 Acceptance of Appointment By Successor.........................37
SECTION 7.12 Merger, Conversion, Consolidation or Succession to
             Business.......................................................39
SECTION 7.13 Preferential Collection of Claims Against the Company..........39
SECTION 7.14 Notice of Defaults.............................................39


                               ARTICLE VIII.

                       CONCERNING THE SECURITYHOLDERS

SECTION 8.01 Evidence of Action by Securityholders..........................40
SECTION 8.02 Proof of Execution by Securityholders..........................40
SECTION 8.03 Who May be Deemed Owners.......................................41
SECTION 8.04 Certain Securities Owned by Company Disregarded................41
SECTION 8.05 Actions Binding on Future Securityholders......................42


                                ARTICLE IX.

                          SUPPLEMENTAL INDENTURES

SECTION 9.01 Supplemental Indentures Without the Consent of
             Securityholders................................................42
SECTION 9.02 Supplemental Indentures With Consent of Securityholders........43
SECTION 9.03 Effect of Supplemental Indentures..............................44
SECTION 9.04 Securities Affected by Supplemental Indentures.................44
SECTION 9.05 Execution of Supplemental Indentures...........................45
SECTION 9.06 Conformity with Trust Indenture Act............................45


                                 ARTICLE X.

                           SUCCESSOR CORPORATION

SECTION 10.01 Company May Consolidate, Etc..................................45
SECTION 10.02 Successor Substituted.........................................46
SECTION 10.03 Evidence of Consolidation, Etc. to Trustee....................47


                                ARTICLE XI.

                         SATISFACTION AND DISCHARGE


SECTION 11.01 Satisfaction and Discharge of Indenture.......................47
SECTION 11.02 Discharge of Obligations......................................48
SECTION 11.03 Deposited Moneys to be Held in Trust..........................48
SECTION 11.04 Payment of Moneys Held by Paying Agents.......................48
SECTION 11.05 Repayment to Company..........................................48


                                ARTICLE XII.

             IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                               AND DIRECTORS

SECTION 12.01 No Recourse...................................................49


                               ARTICLE XIII.

                          MISCELLANEOUS PROVISIONS

SECTION 13.01 Effect on Successors and Assigns..............................50
SECTION 13.02 Actions by Successor..........................................50
SECTION 13.03 Notices.......................................................50
SECTION 13.04 Notice to Holders of Securities; Waiver.......................50
SECTION 13.05 Governing Law.................................................51
SECTION 13.06 Effect of Headings and Table of Contents......................51
SECTION 13.07 Compliance Certificates and Opinions..........................51
SECTION 13.08 Payments on Business Days.....................................52
SECTION 13.09 Conflict with Trust Indenture Act.............................52
SECTION 13.10 Counterparts..................................................52
SECTION 13.11 Separability..................................................52
SECTION 13.12 Assignment....................................................52




            INDENTURE, dated as of [ ], 2000, among Champion Enterprises,
Inc., a Michigan corporation (the "Company"), and Bank One Trust Company,
N.A., as trustee (the "Trustee"):

            WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the execution and delivery of this Indenture to provide for
the issuance of unsecured debt securities (hereinafter referred to as the
"Securities"), in an unlimited aggregate principal amount to be issued from
time to time in one or more series as in this Indenture provided, as
registered Securities without coupons, to be authenticated by the
certificate of the Trustee;

            WHEREAS, to provide the terms and conditions upon which the
Securities are to be authenticated, issued and delivered, the Company has
duly authorized the execution of this Indenture; and

            WHEREAS, all things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done.

            NOW, THEREFORE, in consideration of the premises and the
purchase of the Securities by the holders thereof, it is mutually
covenanted and agreed as follows for the equal and ratable benefit of the
holders of Securities:


                                 ARTICLE I.

                                DEFINITIONS

            SECTION 1.01 Definitions of Terms.

            The terms defined in this Section (except as in this Indenture
otherwise expressly provided or unless the context otherwise requires) for
all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section and shall
include the plural as well as the singular. All other terms used in this
Indenture that are defined in the Trust Indenture Act of 1939, as amended,
or that are by reference in such Act defined in the Securities Act of 1933,
as amended (except as herein otherwise expressly provided or unless the
context otherwise requires), shall have the meanings assigned to such terms
in said Trust Indenture Act and in said Securities Act as in force at the
date of the execution of this instrument.

            "Affiliate" means, with respect to a specified Person, (a) any
Person directly or indirectly owning, controlling or holding with power to
vote 10% or more of the outstanding voting securities or other ownership
interests of the specified Person, (b) any Person 10% or more of whose
outstanding voting securities or other ownership interests are directly or
indirectly owned, controlled or held with power to vote by the specified
Person, (c) any Person directly or indirectly controlling, controlled by,
or under common control with the specified Person, (d) a partnership in
which the specified Person is a general partner, (e) any officer or
director of the specified Person, and (f) if the specified Person is an
individual, any entity of which the specified Person is an officer,
director or general partner.

            "Authenticating Agent" means an authenticating agent with
respect to all or any of the series of Securities appointed with respect to
all or any series of the Securities by the Trustee pursuant to Section
2.10.

            "Bankruptcy Law" means Title 11, U.S. Code, or any similar
federal or state law for the relief of debtors.

            "Board of Directors" means the Board of Directors of the
Company or any duly authorized committee of such Board.

            "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification.

            "Business Day" means, with respect to any series of Securities,
any day other than a day on which Federal or State banking institutions in
the Borough of Manhattan, The City of New York, are authorized or obligated
by law, executive order or regulation to close.

            "Certificate" means a certificate signed by the principal
executive officer, the principal financial officer, the Treasurer or the
principal accounting officer of the Company. The Certificate need not
comply with the provisions of Section 13.07.

            "Company" means Champion Enterprises, Inc., a corporation duly
organized and existing under the laws of the State of Michigan, and,
subject to the provisions of Article Ten, shall also include its successors
and assigns.

            "Corporate Trust Office" means the office of the Trustee at
which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at 1
Bank One Plaza, Chicago, Illinois 60670, except that whenever a provision
herein refers to an office or agency of the Trustee in the Borough of
Manhattan, The City of New York, such office is located, at the date
hereof, at 14 Wall Street, 8th Floor, New York, NY 10005.

            "Custodian" means any receiver, trustee, assignee, liquidator,
or similar official under any Bankruptcy Law.

            "Default" means any event, act or condition that with notice or
lapse of time, or both, would constitute an Event of Default.

            "Depositary" means, with respect to Securities of any series,
for which the Company shall determine that such Securities will be issued
as a Global Security, The Depository Trust Company, New York, New York,
another clearing agency, or any successor registered as a clearing agency
under the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to either Section 2.01 or 2.11.

            "Event of Default" means, with respect to Securities of a
particular series any event specified in Section 6.01, continued for the
period of time, if any, therein designated.

            "Global Security" means, with respect to any series of
Securities, a Security executed by the Company and delivered by the Trustee
to the Depositary or pursuant to the Depositary's instruction, all in
accordance with the Indenture, which shall be registered in the name of the
Depositary or its nominee.

            "Governmental Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United
States of America, the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America that, in
either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as
custodian with respect to any such Governmental Obligation or a specific
payment of principal of or interest on any such Governmental Obligation
held by such custodian for the account of the holder of such depositary
receipt; provided, however, that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian
in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

            "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any indebtedness of any
other Person and any obligation, direct or indirect, contingent or
otherwise, of such Person (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such indebtedness or other obligation
of such Person (whether arising by virtue of partnership arrangements, or
by agreements to keep-well, to purchase assets, goods, securities or
services, to take-or-pay or to maintain financial statement conditions or
otherwise) or (b) entered into for the purpose of assuring in any other
manner the obligee of such indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include endorsements
for collection or deposit in the ordinary course of business. The term
"Guarantee" used as a verb has a corresponding meaning. The term
"Guarantor" shall mean any Person Guaranteeing any obligation.

            "Guaranty Agreement" means a supplemental indenture, in a form
satisfactory to the Trustee, pursuant to which a Person Guarantees the
Company's obligations with respect to a series of Securities.

            "herein", "hereof" and "hereunder", and other words of similar
import, refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

            "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into in accordance with the terms
hereof.

             "Interest" when used with respect to an Original Issue
Discount Security which by its terms bears interest only after maturity,
means interest payable after maturity.

            "Interest Payment Date", when used with respect to any
installment of interest on a Security of a particular series, means the
date specified in such Security or in a Board Resolution or in an indenture
supplemental hereto with respect to such series as the fixed date on which
an installment of interest with respect to Securities of that series is due
and payable.

            "Officer" means the Chairman of the Board, the Chief Executive
Officer, any Executive Vice President, any Vice President, the Treasurer or
the Secretary of the Company.

            "Officers' Certificate" means a certificate signed by two
officers that is delivered to the Trustee in accordance with the terms
hereof. Each such certificate shall include the statements provided for in
Section 13.07, if and to the extent required by the provisions thereof.

            "Opinion of Counsel" means an opinion in writing of legal
counsel, who may be an employee of or counsel for the Company that is
delivered to the Trustee in accordance with the terms hereof. Each such
opinion shall include the statements provided for in Section 13.07, if and
to the extent required by the provisions thereof.

            "Original Issue Discount Security" means any Security which (i)
is issued at a price lower than the amount payable upon the Maturity
thereof and (ii) provides for an amount less than the principal amount
thereof to be due and payable upon redemption or a declaration of
acceleration of the Maturity thereof pursuant to Section 6.01.

            "Outstanding", when used with reference to Securities of any
series, means, subject to the provisions of Section 8.04, as of any
particular time, all Securities of that series theretofore authenticated
and delivered by the Trustee under this Indenture, except (a) Securities
theretofore canceled by the Trustee or any paying agent, or delivered to
the Trustee or any paying agent for cancellation or that have previously
been canceled; (b) Securities or portions thereof for the payment or
redemption of which moneys or Governmental Obligations in the necessary
amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own
paying agent); provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of
such redemption shall have been given as in Article Three provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and (c) Securities in lieu of or in substitution for which other
Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.07.

            "Person" means any individual, corporation, limited liability
company, partnership, joint-venture, joint-stock company, unincorporated
organization or government or any agency or political subdivision thereof.

            "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.07 in
lieu of a lost, destroyed or stolen Security shall be deemed to evidence
the same debt as the lost, destroyed or stolen Security.

            "Responsible Officer" when used with respect to the Trustee
means any officer assigned by the Trustee to administer corporate trust
matters, or to whom any corporate trust matter is referred because of his
or her knowledge of and familiarity with the particular subject.

            "Securities" means the debt Securities authenticated and
delivered under this Indenture.

            "Securityholder", "holder of Securities", "registered holder",
or other similar term, means the Person or Persons in whose name or names a
particular Security shall be registered on the books of the Company kept
for that purpose in accordance with the terms of this Indenture.

            "Subsidiary" means, in respect of any Person, any corporation,
association, partnership, limited liability company, or other business
entity of which more than 50% of the total voting power of shares of
capital stock or other interests (including partnership interests) entitled
(without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by (a) such Person, (b) such Person and
one or more Subsidiaries of such Person or (c) one or more Subsidiaries of
such Person.

            "Subsidiary Guarantor" means any Subsidiary of the Company that
provides a Guarantee of the obligations of the Company with respect to any
series of Securities or enters into a Guaranty Agreement that becomes a
Subsidiary Guarantor pursuant to Section 4.07.

            "Subsidiary Guarantee" means a Guarantee, including any
Guaranty Agreement, provided by a Subsidiary Guarantor of the Company's
obligations with respect to any series of Securities.

            "Trustee" means Bank One Trust Company, N.A., and, subject to
the provisions of Article Seven, shall also include its successors and
assigns, and, if at any time there is more than one Person acting in such
capacity hereunder, "Trustee" shall mean each such Person. The term
"Trustee" as used with respect to a particular series of the Securities
shall mean the trustee with respect to that series.

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, subject to the provisions of Sections 9.01, 9.02, and 10.01, as in
effect at the date of execution of this instrument.

            "Yield to Maturity" means the yield to maturity on a series of
Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series,
and calculated in accordance with accepted financial practice.


                                ARTICLE II.

                   ISSUE, DESCRIPTION, TERMS, EXECUTION,
                  REGISTRATION AND EXCHANGE OF SECURITIES

            SECTION 2.01 Designation and Terms of Securities.

            (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The
Securities may be issued in one or more series up to the aggregate
principal amount of Securities of that series from time to time authorized
by or pursuant to a Board Resolution of the Company or pursuant to one or
more indentures supplemental hereto. Prior to the initial issuance of
Securities of any series, there shall be established in or pursuant to a
Board Resolution of the Company, and set forth in an Officers' Certificate
of the Company, or established in one or more indentures supplemental
hereto:

            (1) the title of the Security of the series (which shall
      distinguish the Securities of the series from all other Securities);

            (2) any limit upon the aggregate principal amount of the
      Securities of that series that may be authenticated and delivered
      under this Indenture (except for Securities authenticated and
      delivered upon registration of transfer of, or in exchange for, or in
      lieu of, other Securities of that series);

            (3) whether any of the Securities of the series will be
      issuable in whole or in part in temporary or permanent global form or
      in the form of book-entry securities and, in such case, the identity
      for the Depositary for such series;

            (4) the date or dates on which the principal of the Securities
      of the series is payable;

            (5) the rate or rates, which may be fixed or variable, at which
      the Securities of the series shall bear interest or the manner of
      calculation of such rate or rates, if any;

            (6) the date or dates from which such interest shall accrue,
      the Interest Payment Dates on which such interest will be payable or
      the manner of determination of such Interest Payment Dates and the
      record date for the determination of holders to whom interest is
      payable on any such Interest Payment Dates or the manner of
      determination of such record dates;

            (7) the place or places where payments with respect to the
      Securities of the series shall be payable;

            (8) the right, if any, to defer payment of interest on the debt
      securities and the maximum length of any deferral period;

            (9) the date, if any, after which, the price or prices at which
      and the terms and conditions upon which, Securities of the series may
      be redeemed, in whole or in part, at the option of the Company;

            (10) the obligation, if any, of the Company to redeem or
      purchase Securities of the series pursuant to any sinking fund or
      analogous provisions (including payments made in cash in
      participation of future sinking fund obligations) or at the option of
      a holder thereof and the date or dates, if any, on which, the price
      or prices at which, and the terms and conditions upon which,
      Securities of the series shall be redeemed or purchased, in whole or
      in part, pursuant to such obligation;

            (11) if other than denominations of one thousand U.S. dollars
      ($1,000) or any integral multiple thereof, the denominations in which
      the Securities of the series shall be issuable;

            (12) whether the series of Securities will be subject to any
      mandatory or optional sinking fund or similar provisions;

            (13) the currency or currency units in which payment of the
      principal of and any premium and interest on the Securities of the
      series shall be payable;

            (14) whether and under what circumstances the Company will pay
      additional amounts on the Securities of the series held by non-U.S.
      persons in respect of any tax, assessment or governmental charge
      withheld or deducted and, if so, whether the Company will have the
      option to redeem such Securities rather than pay such additional
      amounts;

            (15) the terms pursuant to which the Securities of the series
      are subject to defeasance and satisfaction and discharge;

            (16) any addition to, or modification or deletion of, any
      Events of Default or covenants provided for with respect to the
      Securities of the series;

            (17) the terms and conditions, if any, pursuant to which the
      Securities of the series are secured;

            (18) whether the Securities of the series will be convertible
      into shares of common stock or other securities of the Company and,
      if so, the terms and conditions upon which such Securities will be so
      convertible, including whether conversion is mandatory, at the option
      of the holder, or at the option of the Company, the conversion price,
      the conversion period and any provisions pursuant to which the number
      of shares of common stock or other securities of the Company to be
      received by the holders of such series of Securities would be subject
      to adjustment;

            (19) if other than the principal amount thereof, the portion of
      the principal amount of Securities of the series which shall be
      payable upon declaration of acceleration of the maturity thereof
      pursuant to Section 6.01;

            (20) any provisions granting special rights to holders when a
      specified event occurs;

            (21) any special tax implications of the Securities of the
      series, including provisions for Original Issue Discount Securities,
      if offered;

            (22) the form of the Securities of the series including the
      form of the Certificate of Authentication for such series; and

            (23) any and all other terms with respect to such series
      including any terms which may be required by or advisable under
      United States laws or regulations or advisable in connection with the
      marketing of Securities of that series.

            All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided
in or pursuant to any such Board Resolution or in any indentures
supplemental hereto.

            If any of the terms of the series are established by action
taken pursuant to a Board Resolution of the Company, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Officers' Certificate of the Company setting forth
the terms of the series.

            Securities of any particular series may be issued at various
times, with different dates on which the principal or any installment of
principal is payable, with different rates of interest, if any, or
different methods by which rates of interest may be determined, with
different dates on which such interest may be payable and with different
redemption dates. Unless otherwise provided, a series may be reopened for
issuances of additional Securities of such series.


            SECTION 2.02 Form of Securities and Trustee's Certificate.

            The Securities of any series and the Trustee's certificate of
authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental
hereto or as provided in a Board Resolution of the Company and as set forth
in an Officers' Certificate of the Company and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements printed, lithographed or engraved thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
stock exchange on which Securities of that series may be listed, or to
conform to usage.


            SECTION 2.03 Denominations; Provisions for Payment.

            The Securities shall be issuable as registered Securities and
in the denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, subject to Section 2.01(11). The Securities of a
particular series shall bear interest payable on the dates and at the rate
specified with respect to that series. Unless otherwise provided pursuant
to Section 2.01, the principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption thereof prior
to maturity, shall be payable in the coin or currency of the United States
of America that at the time is legal tender for public and private debt, at
the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, the City and State of New York which, unless
otherwise specified with respect to any series of Securities, shall be the
Corporate Trust Office of the Trustee. Each Security shall be dated the
date of its authentication. Unless otherwise provided pursuant to Section
2.01, interest on the Securities shall be computed on the basis of a
360-day year composed of twelve 30-day months.

            The interest installment on any Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the Person in whose name said
Security (or one or more Predecessor Securities) is registered at the close
of business on the regular record date for such interest installment.
Unless otherwise provided in the terms of a series of Securities, at the
option of the Company, payment of interest may be mailed by check to the
holders of the Securities of any series at their respective addresses set
forth in the Security Register. In the event that any Security of a
particular series or portion thereof is called for redemption and the
redemption date is subsequent to a regular record date with respect to any
Interest Payment Date and prior to such Interest Payment Date, interest on
such Security will be paid upon presentation and surrender of such Security
as provided in Section 3.03.

            Any interest on any Security that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for
Securities of the same series (herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered holder on the relevant
regular record date by virtue of having been such holder; and such
Defaulted Interest shall be paid by the Company, at its election, as
provided in clause (1) or clause (2) below:

            (1) The Company may make payment of any Defaulted Interest on
      Securities to the Persons in whose names such Securities (or their
      respective Predecessor Securities) are registered at the close of
      business on a special record date for the payment of such Defaulted
      Interest, which shall be fixed in the following manner: the Company
      shall notify the Trustee in writing of the amount of Defaulted
      Interest proposed to be paid on each such Security and the date of
      the proposed payment, and at the same time the Company shall deposit
      with the Trustee an amount of money equal to the aggregate amount
      proposed to be paid in respect of such Defaulted Interest or shall
      make arrangements satisfactory to the Trustee for such deposit prior
      to the date of the proposed payment, such money when deposited to be
      held in trust for the benefit of the Persons entitled to such
      Defaulted Interest as in this clause provided. Thereupon the Trustee
      shall fix a special record date for the payment of such Defaulted
      Interest which shall not be more than 15 nor less than 10 days prior
      to the date of the proposed payment and not less than 10 days after
      the receipt by the Trustee of the notice of the proposed payment. The
      Trustee shall promptly notify the Company of such special record date
      and, in the name and at the expense of the Company, shall cause
      notice of the proposed payment of such Defaulted Interest and the
      special record date therefor to be mailed, first class postage
      prepaid, to each Securityholder at his or her address as it appears
      in the Security Register (as hereinafter defined), not less than 10
      days prior to such special record date. Notice of the proposed
      payment of such Defaulted Interest and the special record date
      therefor having been mailed as aforesaid, such Defaulted Interest
      shall be paid to the Persons in whose names such Securities (or their
      respective Predecessor Securities) are registered on such special
      record date and shall be no longer payable pursuant to the following
      clause (2).

            (2) The Company may make payment of any Defaulted Interest on
      any Securities in any other lawful manner not inconsistent with the
      requirements of any securities exchange on which such Securities may
      be listed, and upon such notice as may be required by such exchange,
      if, after notice given by the Company to the Trustee of the proposed
      payment pursuant to this clause, such manner of payment shall be
      deemed practicable by the Trustee.

            Unless otherwise set forth in a Board Resolution of the Company
or one or more indentures supplemental hereto establishing the terms of any
series of Securities pursuant to Section 2.01 hereof, the term "regular
record date" as used in this Section with respect to a series of Securities
with respect to any Interest Payment Date for such series shall mean either
the fifteenth day of the month immediately preceding the month in which an
Interest Payment Date established for such series pursuant to Section 2.01
hereof shall occur, if such Interest Payment Date is the first day of a
month, or the last day of the month immediately preceding the month in
which an Interest Payment Date established for such series pursuant to
Section 2.01 hereof shall occur, if such Interest Payment Date is the
fifteenth day of a month, whether or not such date is a Business Day.

            Subject to the foregoing provisions of this Section, each
Security of a series delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Security of such series shall carry
the rights to interest accrued and unpaid, and to accrue, that were carried
by such other Security.


            SECTION 2.04 Execution and Authentication.

            Two Officers shall sign the Securities for the Company by
manual or facsimile signature. If an Officer whose signature is on a
Security no longer holds that office at the time the Trustee authenticates
the Security, the Security shall be valid nevertheless.

            A Security shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the
Security. The signature shall be conclusive evidence that the Security has
been authenticated under this Indenture.

            At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any
series executed by the Company to the Trustee for authentication, together
with a written order of the Company for the authentication and delivery of
such Securities, signed by two Officers, and the Trustee in accordance with
such written order shall authenticate and deliver such Securities.

            In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall
be fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate stating that the form and terms thereof have been established
in conformity with the provisions of this Indenture.

            The Trustee shall not be required to authenticate such
Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities
and this Indenture or otherwise in a manner that is not reasonably
acceptable to the Trustee.


            SECTION 2.05 Registration of Transfer and Exchange.

            (a) Securities of any series may be exchanged upon presentation
thereof at the office or agency of the Company designated for such purpose
in the Borough of Manhattan, the City and State of New York, for other
Securities of such series of authorized denominations, and for a like
aggregate principal amount, upon payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, all as provided in
this Section. In respect of any Securities so surrendered for exchange, the
Company shall execute, the Trustee shall authenticate and such office or
agency shall deliver in exchange therefor the Security or Securities of the
same series that the Securityholder making the exchange shall be entitled
to receive, bearing numbers not contemporaneously outstanding.

            (b) The Company shall keep, or cause to be kept, at its office
or agency designated for such purpose in the Borough of Manhattan, the City
and State of New York, or such other location designated by the Company a
register or registers (herein referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the
Company shall register the Securities and the transfers of Securities as in
this Article provided and which at all reasonable times shall be open for
inspection by the Trustee. Unless otherwise specified in a supplemental
indenture, the Trustee is hereby appointed as "Security Registrar" for the
purpose of registering Securities and transfer of Securities of each
series.

            Upon surrender for transfer of any Security at the office or
agency of the Company designated for such purpose, the Company shall
execute, the Trustee shall authenticate and such office or agency shall
deliver in the name of the transferee or transferees a new Security or
Securities of the same series as the Security presented for a like
aggregate principal amount.

            All Securities presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be accompanied
(if so required by the Company or the Security Registrar) by a written
instrument or instruments of transfer, in form satisfactory to the Company
or the Security Registrar, duly executed by the registered holder or by
such holder's duly authorized attorney in writing.

            (c) No service charge shall be made for any exchange or
registration of transfer of Securities, or issue of new Securities in case
of partial redemption of any series, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge in relation
thereto, other than exchanges pursuant to Section 2.06, the second
paragraph of Section 3.03 and Section 9.04 not involving any transfer.

            (d) The Company shall not be required (i) to issue, exchange or
register the transfer of any Securities during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the Outstanding Securities of the same series
and ending at the close of business on the day of such mailing, nor (ii) to
register the transfer of or exchange any Securities of any series or
portions thereof called for redemption except the unredeemed portion of any
Securities of any series being redeemed in part. The provisions of this
Section 2.05 are, with respect to any Global Security, subject to Section
2.11 hereof.


            SECTION 2.06 Temporary Securities.

            Pending the preparation of definitive Securities of any series,
the Company may execute, and the Trustee shall authenticate and deliver,
temporary Securities (printed, lithographed or typewritten) of any
authorized denomination. Such temporary Securities shall be substantially
in the form of the definitive Securities in lieu of which they are issued,
but with such omissions, insertions and variations as may be appropriate
for temporary Securities, all as may be determined by the Company. Every
temporary Security of any series shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities of such
series. Without unnecessary delay the Company will execute and will furnish
definitive Securities of such series and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor (without
charge to the holders), at the office or agency of the Company designated
for the purpose in the Borough of Manhattan, the City and State of New
York, and the Trustee shall authenticate and such office or agency shall
deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the
Company advises the Trustee to the effect that definitive Securities need
not be executed and furnished until further notice from the Company. Until
so exchanged, the temporary Securities of such series shall be entitled to
the same benefits under this Indenture as definitive Securities of such
series authenticated and delivered hereunder.


            SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities.

            In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon the Company's request the
Trustee (subject as aforesaid) shall authenticate and deliver, a new
Security of the same series, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Security, or in
lieu of and in substitution for the Security so destroyed, lost or stolen.
In every case the applicant for a substituted Security shall furnish to the
Company and the Trustee such security or indemnity as may be required by
them to save each of them harmless, and, in every case of destruction, loss
or theft, the applicant shall also furnish to the Company and the Trustee
evidence to their satisfaction of the destruction, loss or theft of the
applicant's Security and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon the
written request or authorization of any Officer of the Company. Upon the
issuance of any substituted Security, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may
be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith. In case any Security that
has matured or is about to mature shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Security,
pay or authorize the payment of the same (without surrender thereof except
in the case of a mutilated Security) if the applicant for such payment
shall furnish to the Company and the Trustee such security or indemnity as
they may require to save them harmless, and, in case of destruction, loss
or theft, evidence to the satisfaction of the Company and the Trustee of
the destruction, loss or theft of such Security and of the ownership
thereof.

            Every replacement Security issued pursuant to the provisions of
this Section shall constitute an additional contractual obligation of the
Company whether or not the mutilated, destroyed, lost or stolen Security
shall be found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of the same series duly issued hereunder.
All Securities shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities, and shall
preclude (to the extent lawful) any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.


            SECTION 2.08 Cancellation.

            All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer shall, if surrendered to
the Company or any paying agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be cancelled by it,
and no Securities shall be issued in lieu thereof except as expressly
required or permitted by any of the provisions of this Indenture. On
request of the Company at the time of such surrender, the Trustee shall
deliver to the Company canceled Securities held by the Trustee. In the
absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures and deliver a certificate of
disposition to the Company. If the Company shall otherwise acquire any of
the Securities, however, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Securities unless
and until the same are delivered to the Trustee for cancellation.


            SECTION 2.09 Benefits of Indenture.

            Nothing in this Indenture or in the Securities, express or
implied, shall give or be construed to give to any Person, other than the
parties hereto and the holders of the Securities any legal or equitable
right, remedy or claim under or in respect of this Indenture, or under any
covenant, condition or provision herein contained; all such covenants,
conditions and provisions being for the sole benefit of the parties hereto
and of the holders of the Securities.

            SECTION 2.10 Authenticating Agent.

            So long as any of the Securities of any series remain
Outstanding there may be an Authenticating Agent for any or all such series
of Securities which the Trustee, with the consent of the Company, shall
have the right to appoint. Said Authenticating Agent shall be authorized to
act on behalf of the Trustee to authenticate Securities of such series
issued upon exchange, transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. All references in this Indenture to
the authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series. Each
Authenticating Agent shall be a corporation that has a combined capital and
surplus, as most recently reported or determined by it, sufficient under
the laws of any jurisdiction under which it is organized or in which it is
doing business to conduct a trust business, and that is otherwise
authorized under such laws to conduct such business and is subject to
supervision or examination by Federal or State authorities. If at any time
any Authenticating Agent shall cease to be eligible in accordance with
these provisions, it shall resign immediately.

            Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The
Trustee may at any time (and upon request by the Company shall) terminate
the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon
resignation, termination or cessation of eligibility of any Authenticating
Agent, the Trustee may appoint an eligible successor Authenticating Agent
acceptable to the Company. Any successor Authenticating Agent, upon
acceptance of its appointment hereunder, shall become vested with all the
rights, powers and duties of its predecessor hereunder as if originally
named as an Authenticating Agent pursuant hereto.


            SECTION 2.11 Global Securities.

            (a) If the Company shall establish pursuant to Section 2.01
that the Securities of a particular series are issuable as a Global
Security, then the Company shall execute and the Trustee shall, in
accordance with Section 2.04, authenticate and deliver, a Global Security
that (i) shall represent, and shall be denominated in an amount equal to
the aggregate principal amount of, such of the Outstanding Securities of
such series as shall be specified therein and that the aggregate amount of
Outstanding Securities represented thereby may from time to time be
increased or reduced to reflect exchanges, (ii) shall be registered in the
name of the Depositary or its nominee, (iii) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary's instruction and
(iv) shall bear a legend substantially to the following effect: "Except as
otherwise provided in Section 2.11 of the Indenture, this Security may be
transferred, in whole but not in part, only to another nominee of the
Depositary or to a successor Depositary or to a nominee of such successor
Depositary." Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner
and upon instructions given by such Person or Persons as shall be specified
therein or in the written request signed in the name of the Company, by two
Officers thereof to be delivered to the Trustee pursuant to Section 2.04 or
Section 2.06.

            (b) Notwithstanding the provisions of Section 2.05, the Global
Security of a series may be transferred, in whole but not in part and in
the manner provided in Section 2.05, only to another nominee of the
Depositary for such series, or to a successor Depositary for such series
selected or approved by the Company or to a nominee of such successor
Depositary.

            (c) If at any time the Depositary for a series of the
Securities notifies the Company that it is unwilling or unable to continue
as Depositary for such series or if at any time the Depositary for such
series shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depositary
for such series is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such condition, as the
case may be, this Section 2.11 shall no longer be applicable to the
Securities of such series and the Company will execute, and subject to
Section 2.05, the Trustee will authenticate and deliver the Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. In addition, the Company may at any time determine that the
Securities of any series shall no longer be represented by a Global
Security and that the provisions of this Section 2.11 shall no longer apply
to the Securities of such series. In such event the Company will execute
and subject to Section 2.05, the Trustee, upon receipt of an Officers'
Certificate evidencing such determination by the Company, will authenticate
and deliver the Securities of such series in definitive registered form
without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of such series
in exchange for such Global Security. Upon the exchange of the Global
Security for such Securities in definitive registered form without coupons,
in authorized denominations, the Global Security shall be canceled by the
Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(c) shall be
registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Securities to the Depositary for delivery to the Persons in
whose names such Securities are so registered.


                                ARTICLE III.

            REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

            SECTION 3.01 Redemption.

            The Company may redeem the Securities of any series issued
hereunder on and after the dates and in accordance with the terms
established for such series pursuant to Section 2.01 hereof.


            SECTION 3.02 Notice of Redemption.

            (a) In case the Company shall desire to exercise such right to
redeem all or, as the case may be, a portion of the Securities of any
series in accordance with the right reserved so to do, the Company shall,
or shall cause the Trustee to, give notice of such redemption to holders of
the Securities of such series to be redeemed by mailing, first class
postage prepaid, a notice of such redemption not less than 30 days and not
more than 60 days before the date fixed for redemption of that series to
such holders at their last addresses as they shall appear upon the Security
Register unless a shorter period is specified in the Securities to be
redeemed. Any notice that is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the
registered holder receives the notice. In any case, failure duly to give
such notice to the holder of any Security of any series designated for
redemption in whole or in part, or any defect in the notice, shall not
affect the validity of the proceedings for the redemption of any other
Securities of such series or any other series. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with any such restriction.

            Each such notice of redemption shall specify the date fixed for
redemption and the redemption price (or the manner of calculation thereof)
at which Securities of that series are to be redeemed, and shall state that
payment of the redemption price of such Securities to be redeemed will be
made at the office or agency of the Company in the Borough of Manhattan,
the City and State of New York, upon presentation and surrender of such
Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, that from and after said date interest
will cease to accrue and that the redemption is for a sinking fund, if such
is the case. If less than all the Securities of a series are to be
redeemed, the notice to the holders of Securities of that series to be
redeemed in whole or in part shall specify the particular Securities to be
so redeemed. In case any Security is to be redeemed in part only, the
notice that relates to such Security shall state the portion of the
principal amount thereof to be redeemed, and shall state that on and after
the redemption date, upon surrender of such Security, a new Security or
Securities of such series in principal amount equal to the unredeemed
portion thereof will be issued.

            (b) If less than all the Securities of a series are to be
redeemed, the Company shall give the Trustee at least 30 days' notice in
advance of the date fixed for redemption as to the aggregate principal
amount of Securities of the series to be redeemed, and thereupon the
Trustee shall select, by lot or in such other manner as it shall deem
appropriate and fair in its discretion and that may provide for the
selection of a portion or portions (equal to one thousand U.S. dollars
($1,000) or any integral multiple thereof) of the principal amount of such
Securities of a denomination larger than $1,000, the Securities to be
redeemed and shall thereafter promptly notify the Company in writing of the
numbers of the Securities to be redeemed, in whole or in part.

            The Company may, if and whenever it shall so elect, by delivery
of instructions signed on its behalf by any Officer, instruct the Trustee
or any paying agent to call all or any part of the Securities of a
particular series for redemption and to give notice of redemption in the
manner set forth in this Section, such notice to be in the name of the
Company or its own name as the Trustee or such paying agent may deem
advisable. In any case in which notice of redemption is to be given by the
Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent,
as the case may be, such Security Register, transfer books or other
records, or suitable copies or extracts therefrom, sufficient to enable the
Trustee or such paying agent to give any notice by mail that may be
required under the provisions of this Section.


            SECTION 3.03 Payment Upon Redemption.

            (a) If the giving of notice of redemption shall have been
completed as above provided, the Securities or portions of Securities of
the series to be redeemed specified in such notice shall become due and
payable on the date and at the place stated in such notice at the
applicable redemption price, together with interest accrued to the date
fixed for redemption and interest on such Securities or portions of
Securities shall cease to accrue on and after the date fixed for
redemption, unless the Company shall default in the payment of such
redemption price and accrued interest with respect to any such Security or
portion thereof. On presentation and surrender of such Securities on or
after the date fixed for redemption at the place of payment specified in
the notice, said Securities shall be paid and redeemed at the applicable
redemption price for such series, together with interest accrued thereon to
the date fixed for redemption (but if the date fixed for redemption is an
interest payment date, the interest installment payable on such date shall
be payable to the registered holder at the close of business on the
applicable record date pursuant to Section 2.03).

            (b) Upon presentation of any Security of such series that is to
be redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new
Security of the same series of authorized denominations in principal amount
equal to the unredeemed portion of the Security so presented.


            SECTION 3.04 Sinking Fund.

            The provisions of Sections 3.04, 3.05 and 3.06 shall be
applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 2.01 for
Securities of such series.

            The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to
as an "optional sinking fund payment." If provided for by the terms of
Securities of any series, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section 3.05. Each sinking fund
payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.


            SECTION 3.05 Satisfaction of Sinking Fund Payments with
                         Securities.

            The Company (i) may deliver Outstanding Securities of a series
(other than any Securities previously called for redemption) and (ii) may
apply as a credit Securities of a series that have been redeemed either at
the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments
pursuant to the terms of such Securities, in each case in satisfaction of
all or any part of any sinking fund payment with respect to the Securities
of such series required to be made pursuant to the terms of such Securities
as provided for by the terms of such series, provided that such Securities
have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the redemption price specified
in such Securities for redemption through operation of the sinking fund and
the amount of such sinking fund payment shall be reduced accordingly.


            SECTION 3.06 Redemption of Securities for Sinking Fund.

            Not less than 45 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of the series, the
portion thereof, if any, that is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 3.05 and the basis
for such credit and will, together with such Officers' Certificate, deliver
to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.02 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner
provided in Section 3.02. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the
manner stated in Section 3.03.


                                ARTICLE IV.

                             CERTAIN COVENANTS

            SECTION 4.01 Payment of Principal, Premium and Interest.

            The Company will duly and punctually pay or cause to be paid
the principal of and any premium and interest on the Securities of that
series at the time and place and in the manner provided herein and
established with respect to such Securities.


            SECTION 4.02 Maintenance of Office or Agency.

            So long as any series of the Securities remain Outstanding, the
Company agrees to maintain an office or agency in the Borough of Manhattan,
the City and State of New York, with respect to each such series and at
such other location or locations as may be designated as provided in this
Section 4.02, where (i) Securities of that series may be presented for
payment, (ii) Securities of that series may be presented as hereinabove
authorized for registration of transfer and exchange, and (iii) notices and
demands to or upon the Company in respect of the Securities of that series
and this Indenture may be given or served, such designation to continue
with respect to such office or agency until the Company shall, by written
notice signed by an Officer and delivered to the trustee, designate some
other office or agency for such purposes or any of them. If at any time the
Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
notices and demands may be made or served at the Corporate Trust Office of
the Trustee, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, notices and demands.


            SECTION 4.03 Paying Agents.

            (a) If the Company shall appoint one or more paying agents for
all or any series of the Securities, other than the Trustee, the Company
will cause each such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section:

            (1) that it will hold all sums held by it as such agent for the
      payment of the principal of and any premium or interest on the
      Securities of that series (whether such sums have been paid to it by
      the Company or by any other obligor of such Securities) in trust for
      the benefit of the Persons entitled thereto;

            (2) that it will give the Trustee notice of any failure by the
      Company (or by any other obligor of such Securities) to make any
      payment of the principal of and any premium or interest on the
      Securities of that series when the same shall be due and payable;

            (3) that it will, at any time during the continuance of any
      failure referred to in the preceding paragraph (a)(2) above, upon the
      written request of the Trustee, forthwith pay to the Trustee all sums
      so held in trust by such paying agent; and

            (4) that it will perform all other duties of paying agent as
      set forth in this Indenture.

            (b) If the Company shall act as its own paying agent with
respect to any series of the Securities, it will on or before each due date
of the principal of and any premium or interest on Securities of that
series, set aside, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay such principal and any
premium or interest so becoming due on Securities of that series until such
sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of such action, or any
failure (by it or any other obligor on such Securities) to take such
action. Whenever the Company shall have one or more paying agents for any
series of Securities, it will, prior to each due date of the principal of
and any premium or interest on any Securities of that series, deposit with
the paying agent a sum sufficient to pay the principal and any premium or
interest so becoming due, such sum to be held in trust for the benefit of
the Persons entitled to such principal, premium or interest, and (unless
such paying agent is the Trustee) the Company will promptly notify the
Trustee of this action or failure so to act.

            (c) Notwithstanding anything in this Section to the contrary,
(i) the agreement to hold sums in trust as provided in this Section is
subject to the provisions of Section 11.05, and (ii) the Company may at any
time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or direct any paying agent to pay,
to the Trustee all sums held in trust by the Company or such paying agent,
such sums to be held by the Trustee upon the same terms and conditions as
those upon which such sums were held by the Company or such paying agent;
and, upon such payment by any paying agent to the Trustee, such paying
agent shall be released from all further liability with respect to such
money.

            SECTION 4.04 Appointment to Fill Vacancy in Office of Trustee.

            The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section
7.10, a Trustee, so that there shall at all times be a Trustee hereunder.


            SECTION 4.05 Compliance with Consolidation Provisions.

            The Company will not, while any of the Securities remain
Outstanding, consolidate with, or merge into, or merge into itself, or sell
or convey all or substantially all of its property to any other company
unless the provisions of Article Ten hereof are complied with.


            SECTION 4.06 Statement by Officers as to Default.

            The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate signed by its principal executive officer, principal
financial officer or principal accounting officer stating whether or not to
the best knowledge of the signer thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions
of this Indenture, and if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which they may have
knowledge.


                                 ARTICLE V.

                     SECURITYHOLDERS' LISTS AND REPORTS
                       BY THE COMPANY AND THE TRUSTEE

            SECTION 5.01 Company to Furnish Trustee Names and Addresses
                         of Securityholders.

            The Company will furnish or cause to be furnished to the
Trustee (a) semiannually on January 15 and July 15, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the
holders of each series of Securities as of such regular record date,
provided that the Company shall not be obligated to furnish or cause to
furnish such list at any time that the list shall not differ in any respect
from the most recent list furnished to the Trustee by the Company and (b)
at such other times as the Trustee may request in writing within 30 days
after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such
list is furnished; provided, however, that, in either case, no such list
need be furnished for any series for which the Trustee shall be the
Security Registrar.


            SECTION 5.02 Preservation of Information; Communications with
                         Securityholders.

            (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of
the holders of Securities contained in the most recent list furnished to it
as provided in Section 5.01 and as to the names and addresses of holders of
Securities received by the Trustee in its capacity as Security Registrar
(if acting in such capacity).

            (b) The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so furnished.

            (c) Securityholders may communicate as provided in Section
312(b) of the Trust Indenture Act with other Securityholders with respect
to their rights under this Indenture or under the Securities. The Company,
the Trustee, the Security Registrar and anyone else shall have the
protection of Section 312(c) of the Trust Indenture Act.


            SECTION 5.03 Reports by the Company.

            (a) The Company covenants and agrees to file with the Trustee,
within 30 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as
the Commission may from time to time by rules and regulations prescribe)
that the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of
such sections, then to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to time by
the Commission, such of the supplementary and periodic information,
documents and reports that may be required pursuant to Section 13 of the
Exchange Act, in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules
and regulations.

            (b) The Company covenants and agrees to file with the Trustee
and the Commission, in accordance with the rules and regulations prescribed
from to time by the Commission, such additional information, documents and
reports with respect to compliance by the Company with the conditions and
covenants provided for in this Indenture as may be required from time to
time by such rules and regulations.

            (c) The Company covenants and agrees to transmit by mail, first
class postage prepaid, or reputable over-night delivery service that
provides for evidence of receipt, to the Securityholders, as their names
and addresses appear upon the Security Register, within 30 days after the
filing thereof with the Trustee, such summaries of any information,
documents and reports required to be filed by the Company pursuant to
subsections (a) and (b) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.


            SECTION 5.04 Reports by the Trustee.

            (a) On or before July 1 in each year in which any of the
Securities are Outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Securityholders, as their names and addresses
appear upon the Security Register, a brief report dated as of the preceding
May 1, if and to the extent required under Section 313(a) of the Trust
Indenture Act.

            (b) The Trustee shall comply with Section 313(b) and 313(c) of
the Trust Indenture Act.

            (c) A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with the Company,
with each stock exchange upon which any Securities are listed (if so
listed) and also with the Commission. The Company agrees to notify the
Trustee when any Securities become listed on any stock exchange.


                                ARTICLE VI.

                REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            ON EVENT OF DEFAULT


            SECTION 6.01 Events of Default.

            (a) Whenever used herein with respect to Securities of a
particular series, "Event of Default" means any one or more of the
following events that has occurred and is continuing:

            (1) the Company defaults in the payment of any installment of
      interest upon any of the Securities of that series, as and when the
      same shall become due and payable, and continuance of such default
      for a period of 30 days; provided, however, that a valid extension of
      an interest payment period by the Company in accordance with the
      terms of any indenture supplemental hereto, shall not constitute a
      default in the payment of interest for this purpose;

            (2) the Company defaults in the payment of the principal of (or
      premium, if any, on) any of the Securities of that series as and when
      the same shall become due and payable whether at maturity, upon
      redemption, by declaration or otherwise, or in any payment required
      by any sinking or analogous fund established with respect to that
      series;

            (3) the Company fails to observe or perform any other of its
      covenants or agreements with respect to that series contained in this
      Indenture or otherwise established with respect to that series of
      Securities pursuant to Section 2.01 hereof (other than a covenant or
      agreement that has been expressly included in this Indenture solely
      for the benefit of one or more series of Securities other than such
      series) for a period of 60 days after the date on which written
      notice of such failure, requiring the same to be remedied and stating
      that such notice is a "Notice of Default" hereunder, shall have been
      given to the Company by the Trustee, by registered or certified mail,
      or to the Company and the Trustee by the holders of at least 25% in
      principal amount of the Securities of that series at the time
      Outstanding;

            (4) if the Securities of the series are convertible into shares
      of common stock or other securities of the Company, failure by the
      Company to deliver common stock or the other securities when the
      holder or holders of such Securities elect to convert such Securities
      into shares of common stock or other securities of the Company;

            (5) the Company pursuant to or within the meaning of any
      Bankruptcy Law (i) commences a voluntary case, (ii) consents to the
      entry of an order for relief against it in an involuntary case, (iii)
      consents to the appointment of a Custodian of it or for all or
      substantially all of its property or (iv) makes a general assignment
      for the benefit of its creditors;

            (6) a court of competent jurisdiction enters an order under any
      Bankruptcy Law that (i) is for relief against the Company in an
      involuntary case, (ii) appoints a Custodian of the Company for all or
      substantially all of their respective property, or (iii) orders the
      liquidation of the Company, and the order or decree remains unstayed
      and in effect for 90 days; or

            (7) any other Event of Default provided with respect to
      Securities of that series.

            (b) In each and every such case, unless the principal of all
the Securities of that series shall have already become due and payable,
either the Trustee or the holders of not less than 25% in aggregate
principal amount of the Securities of that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given
by such Securityholders), may declare the principal (or, if the Securities
of such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of,
premium, if any, and accrued interest, if any, on all the Securities of
that series to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
notwithstanding anything contained in this Indenture or in the Securities
of that series or established with respect to that series pursuant to
Section 2.01 to the contrary.

            (c) At any time after the principal of the Securities of that
series shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the holders of a majority in aggregate
principal amount of the Securities of that series then Outstanding
hereunder, by written notice to the Company and the Trustee, may rescind
and annul such declaration and its consequences if: (i) the Company has
paid or deposited with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of that series and the
principal of (and premium, if any, on) any and all Securities of that
series that shall have become due otherwise than by acceleration (with
interest upon such principal and premium, if any, and, to the extent that
such payment is enforceable under applicable law, upon overdue installments
of interest, at the rate per annum or Yield to Maturity (in the case of
Original Issue Discount Securities) expressed in the Securities of that
series (or at the respective rates of interest or Yields to Maturity of all
the Securities, as the case may be) to the date of such payment or deposit)
and the amount payable to the Trustee under Section 7.06, and (ii) any and
all Events of Default under the Indenture with respect to such series,
other than the non-payment of principal, premium, if any, or interest on
Securities of that series that (or, if any Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in
the terms thereof) shall not have become due by their terms, shall have
been remedied or waived as provided in Section 6.06.

            No such rescission and annulment shall extend to or shall
affect any subsequent default or impair any right consequent thereon.

            (d) In case the Trustee shall have proceeded to enforce any
right with respect to Securities of that series under this Indenture and
such proceedings shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the
Company and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such proceedings had
been taken.


            SECTION 6.02 Collection of Indebtedness and Suits for
                         Enforcement by Trustee.

            (a) The Company covenants that (1) in case it shall default in
the payment of any installment of interest on any of the Securities of a
series, or any payment required by any sinking or analogous fund
established with respect to that series as and when the same shall have
become due and payable, and such default shall have continued for a period
of 30 days, or (2) in case it shall default in the payment of the principal
of (or premium, if any, on) any of the Securities of a series when the same
shall have become due and payable, whether upon maturity of the Securities
of a series or upon redemption or upon declaration or otherwise, then, upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit
of the holders of the Securities of that series, the whole amount that then
shall have been become due and payable on all such Securities for principal
(and premium, if any) or interest, or both, as the case may be, with
interest upon the overdue principal (and premium, if any) and (to the
extent that payment of such interest is enforceable under applicable law)
upon overdue installments of interest at the rate per annum expressed in
the Securities of that series; and, in addition thereto, such further
amount as shall be sufficient to cover the reasonable costs and expenses of
collection, and the amount payable to the Trustee under Section 7.06.

            (b) If the Company shall fail to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or
final decree, and may enforce any such judgment or final decree against the
Company or other obligor upon the Securities of that series and collect the
moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or other obligor upon the Securities of that
series, wherever situated.

            (c) In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement, composition or
judicial proceedings affected the Company, or its creditors or property,
the Trustee shall have power to intervene in such proceedings and take any
action therein that may be permitted by the court and shall (except as may
be otherwise provided by law) be entitled to file such proofs of claim and
other papers and documents as may be necessary or advisable in order to
have the claims of the Trustee and of the holders of Securities of such
series allowed for the entire amount due and payable by the Company under
the Indenture at the date of institution of such proceedings and for any
additional amount that may become due and payable by the Company after such
date, and to collect and receive any moneys or other property payable or
deliverable on any such claim, and to distribute the same after the
deduction of the amount payable to the Trustee under Section 7.06; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Securities of such series to make such
payments to the Trustee, and, in the event that the Trustee shall consent
to the making of such payments directly to such Securityholders, to pay to
the Trustee any amount due it under Section 7.06.

            (d) All rights of action and of asserting claims under this
Indenture, or under any of the terms established with respect to Securities
of that series, may be enforced by the Trustee without the possession of
any of such Securities, or the production thereof at any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment shall, after provision for payment to
the Trustee of any amounts due under Section 7.06, be for the ratable
benefit of the holders of the Securities of such series.

            In case of an Event of Default hereunder, the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by
this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either
at law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in the Indenture or in
aid of the exercise of any power granted in this Indenture, or to enforce
any other legal or equitable right vested in the Trustee by this Indenture
or by law.

            Nothing contained herein shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of that series or the rights of any
holder thereof or to authorize the Trustee to vote in respect of the claim
of any Securityholder in any such proceeding.


            SECTION 6.03 Application of Moneys Collected.

            Any moneys collected by the Trustee pursuant to this Article
with respect to a particular series of Securities shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such moneys on account of principal (or premium, if
any) or interest, upon presentation of the Securities of that series, and
notation thereon the payment, if only partially paid, and upon surrender
thereof if fully paid:

            FIRST: To the payment of costs and expenses of collection and
      of all amounts payable to the Trustee under Section 7.06; and

            SECOND: To the payment of the amounts then due and unpaid upon
      Securities of such series for principal and any premium and interest,
      in respect of which or for the benefit of which such money has been
      collected, ratably, without preference or priority of any kind,
      according to the amounts due and payable on such Securities for
      principal and any premium and interest, respectively.


            SECTION 6.04 Limitation on Suits.

            No holder of any Security of any series shall have any right by
virtue or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with
respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless (i) such holder previously shall
have given to the Trustee written notice of an Event of Default and of the
continuance thereof with respect to the Securities of such series
specifying such Event of Default, as hereinbefore provided; (ii) the
holders of not less than 25% in aggregate principal amount of the
Securities of such series then Outstanding shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own
name as trustee hereunder; (iii) such holder or holders shall have offered
to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby; and (iv)
the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity, shall have failed to institute any such action, suit or
proceeding and (v) during such 60 day period, the holders of a majority in
principal amount of the Securities of that series do not give the Trustee a
direction inconsistent with the request.

            Notwithstanding anything contained herein to the contrary, any
other provisions of this Indenture, the right of any holder of any Security
to receive payment of the principal of and any premium and (subject to
Section 2.03) interest on such Security, as therein provided, on or after
the respective due dates expressed in such Security (or in the case of
redemption, on the redemption date), or to institute suit for the
enforcement of any such payment on or after such respective dates or
redemption date, shall not be impaired or affected without the consent of
such holder and by accepting a Security hereunder it is expressly
understood, intended and covenanted by the taker and holder of every
Security of such series with every other such taker and holder and the
Trustee, that no one or more holders of Securities of such series shall
have any right in any manner whatsoever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of
the holders of any other of such Securities, or to obtain or seek to obtain
priority over or preference to any other such holder, or to enforce any
right under this Indenture, except in the manner herein provided and for
the equal, ratable and common benefit of all holders of Securities of such
series. For the protection and enforcement of the provisions of this
Section, each and every Securityholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.


            SECTION 6.05 Rights and Remedies Cumulative; Delay or Omission
                         Not Waiver.

            (a) Except as otherwise provided in Section 2.07, all powers
and remedies given by this Article to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not
exclusive of any other powers and remedies available to the Trustee or the
holders of the Securities, by judicial proceedings or otherwise, to enforce
the performance or observance of the covenants and agreements contained in
this Indenture or otherwise established with respect to such Securities.

            (b) No delay or omission of the Trustee or of any holder of any
of the Securities to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right
or power, or shall be construed to be a waiver of any such default or on
acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article or by law to the Trustee or the
Securityholders may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Securityholders.


            SECTION 6.06 Control by Securityholders.

            The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding, determined in accordance
with Section 8.04, shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee with respect to
such series; provided, however, that such direction shall not be in
conflict with any rule of law or with this Indenture or be unduly
prejudicial to the rights of holders of Securities of such series not
consenting; and provided, further, that the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction. Prior to the taking of any action hereunder, the Trustee shall
be entitled to reasonable indemnification satisfactory to the Trustee
against all losses and expenses caused by taking or not taking such action.
Subject to the provisions of Section 7.01, the Trustee shall have the right
to decline to follow any such direction if the Trustee in good faith shall,
by a Responsible Officer or Officers of the Trustee, determine that the
proceeding so directed would involve the Trustee in personal liability. The
holders of a majority in aggregate principal amount of the Securities of
any series at the time Outstanding affected thereby, determined in
accordance with Section 8.04, may on behalf of the holders of all of the
Securities of such series waive any past default in the performance of any
of the covenants contained herein or established pursuant to Section 2.01
with respect to such series and its consequences, except a default in the
payment of the principal of or any premium or interest on, any of the
Securities of that series as and when the same shall become due by the
terms of such Securities otherwise than by acceleration (unless such
default has been cured and a sum sufficient to pay all matured installments
of interest and principal and any premium has been deposited with the
Trustee (in accordance with Section 6.01(c)). Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of
this Indenture and the Company, the Trustee and the holders of the
Securities of such series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.


            SECTION 6.07 Undertaking to Pay Costs.

            All parties to this Indenture agree, and each holder of any
Securities by such holder's acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of
this Section shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Securityholder, or group of Securityholders, holding
more than 10% in aggregate principal amount of the Outstanding Securities
of any series, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of (or premium, if any) or
interest on any Security of such series, on or after the respective due
dates expressed in such Security or established pursuant to this Indenture.


                                ARTICLE VII.

                           CONCERNING THE TRUSTEE

            SECTION 7.01 Certain Duties and Responsibilities of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a series and after the curing of all
Events of Default with respect to the Securities of that series that may
have occurred, shall undertake to perform with respect to the Securities of
such series such duties and only such duties as are specifically set forth
in this Indenture, and no implied covenants shall be read into this
Indenture against the Trustee. In case an Event of Default with respect to
the Securities of a series has occurred (that has not been cured or
waived), the Trustee shall exercise with respect to Securities of that
series such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own
affairs.

            (b) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

            (1) prior to the occurrence of an Event of Default with respect
      to the Securities of a series and after the curing or waiving of all
      such Events of Default with respect to that series that may have
      occurred:

                  (i) the duties and obligations of the Trustee shall with
            respect to the Securities of such series be determined solely
            by the express provisions of this Indenture, and the Trustee
            shall not be liable with respect to the Securities of such
            series except for the performance of such duties and
            obligations as are specifically set forth in this Indenture,
            and no implied covenants or obligations shall be read into this
            Indenture against the Trustee; and

                  (ii) in the absence of bad faith on the part of the
            Trustee, the Trustee may with respect to the Securities of such
            series conclusively rely, as to the truth of the statements and
            the correctness of the opinions expressed therein, upon any
            certificates or opinions furnished to the Trustee and
            conforming to the requirements of this Indenture; but in the
            case of any such certificates or opinions that by any provision
            hereof are specifically required to be furnished to the
            Trustee, the Trustee shall be under a duty to examine the same
            to determine whether or not they conform to the requirement of
            this Indenture;

            (2) the Trustee shall not be liable for any error of judgment
      made in good faith by a Responsible Officer or Responsible Officers
      of the Trustee, unless it shall be proved that the Trustee, was
      negligent in ascertaining the pertinent facts;

            (3) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with
      the direction of the holders of not less than a majority in principal
      amount of the Securities of any series at the time Outstanding
      (determined as provided in Section 8.04) relating to the time, method
      and place of conducting any proceeding for any remedy available to
      the Trustee, or exercising any trust or power conferred upon the
      Trustee under this Indenture with respect to the Securities of that
      series; and

            (4) None of the provisions contained in this Indenture shall
      require the Trustee to expend or risk its own funds or otherwise
      incur personal financial liability in the performance of any of its
      duties or in the exercise of any of its rights or powers, if there is
      reasonable ground for believing that the repayment of such funds or
      liability is not reasonably assured to it under the terms of this
      Indenture or adequate indemnity against such risk is not reasonably
      assured to it.


            SECTION 7.02 Certain Rights of Trustee.

            Except as otherwise provided in Section 7.01:

            (a) The Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, security or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or
parties;

            (b) Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Board Resolution or
an instrument signed in the name of the Company, by two Officers thereof
(unless other evidence in respect thereof is specifically prescribed
herein);

            (c) The Trustee may consult with counsel and the written advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted hereunder in good faith and in reliance thereon;

            (d) The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders, pursuant to the provisions of
this Indenture, unless such Securityholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby; nothing contained
herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default with respect to a series of the
Securities (that has not been cured or waived) to exercise with respect to
Securities of that series such of the rights and powers vested in it by
this Indenture, and to use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in
the conduct of his own affairs;

            (e) The Trustee shall not be liable for any action taken or
omitted to be taken by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Indenture;

            (f) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond, security, or other papers or documents, unless requested in writing
so to do by the holders of not less than a majority in principal amount of
the Outstanding Securities of the particular series affected thereby
(determined as provided in Section 8.04); provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the Trustee may
require reasonable indemnity against such costs, expenses or liabilities as
a condition to so proceeding. The reasonable expense of every such
examination shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand; and

            (g) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder.


            SECTION 7.03 Trustee Not Responsible for Recitals or Issuance
                         or Securities.

            (a) The recitals contained herein and in the Securities shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.

            (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.

            (c) The Trustee shall not be accountable for the use or
application by the Company of any of the Securities or of the proceeds of
such Securities, or for the use or application of any moneys paid over by
the Trustee in accordance with any provision of this Indenture or
established pursuant to Section 2.01, or for the use or application of any
moneys received by any paying agent other than the Trustee.


            SECTION 7.04 May Hold Securities.

            The Trustee or any paying agent or Security Registrar, in its
individual or any other capacity, may become the owner or pledgee of
Securities with the same rights it would have if it were not Trustee,
paying agent or Security Registrar.


            SECTION 7.05 Moneys Held in Trust.

            Subject to the provisions of Section 11.05, all moneys received
by the Trustee shall, until used or applied as herein provided, be held in
trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The
Trustee shall be under no liability for interest on any moneys received by
it hereunder except such as it may agree with the Company to pay thereon.


            SECTION 7.06 Compensation and Reimbursement.

            (a) The Company covenants and agrees to pay to the Trustee, and
the Trustee shall be entitled to, such compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee
of an express trust), as the Company, and the Trustee may from time to time
agree in writing, for all services rendered by it in the execution of the
trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee, and, except as otherwise
expressly provided herein, the Company will pay or reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of
this Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all Persons not regularly in its
employ) except any such expense, disbursement or advance as may arise from
its negligence or bad faith. The Company also covenants to indemnify the
Trustee (and its officers, agents, directors and employees) for, and to
hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Trustee and arising out of or in
connection with the acceptance or administration of this trust, including
the reasonable costs and expenses of defending itself against any claim of
liability in the premises.

            (b) The obligations of the Company under this Section to
compensate and indemnify the Trustee and to pay or reimburse the Trustee
for reasonable expenses, disbursements and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be
secured by a lien prior to that of the Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the holders of particular Securities. The provisions of
this Section 7.06 shall survive the resignation or removal of the Trustee
and the termination of this Indenture.


            SECTION 7.07 Reliance on Officers' Certificate.

            Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to
taking or suffering or omitting to take any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of
the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted to be
taken by it under the provisions of this Indenture upon the faith thereof.


            SECTION 7.08 Disqualification; Conflicting Interests.

            If the Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the
Trustee and the Company shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act.


            SECTION 7.09 Corporate Trustee Required; Eligibility.

            There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all times be a corporation
organized and doing business under the laws of the United States of America
or any State or Territory thereof or of the District of Columbia, or a
corporation or other Person permitted to act as trustee by the Commission,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least 50 million U.S. dollars
($50,000,000), and subject to supervision or examination by Federal, State,
Territorial, or District of Columbia authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. The Company may
not, nor may any Person directly or indirectly controlling, controlled by,
or under common control with the Company, serve as Trustee. In case at any
time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 7.10.


            SECTION 7.10 Resignation and Removal; Appointment of Successor.

            (a) The Trustee or any successor hereafter appointed, may at
any time resign with respect to the Securities of one or more series by
giving written notice thereof to the Company and by transmitting notice of
resignation by mail, first class postage prepaid, to the Securityholders of
such series, as their names and addresses appear upon the Security
Register. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee with respect to Securities of such
series by or pursuant to a Board Resolution. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after
the mailing of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a
successor trustee with respect to Securities of such series, or any
Securityholder of that series who has been a bona fide holder of a Security
or Securities for at least six months may on behalf of himself and all
others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as
it may deem proper and prescribe, appoint a successor trustee.

            (b) In case at any time any one of the following shall occur:

            (1) the Trustee shall fail to comply with the provisions of
      Section 7.08 after written request therefor by the Company or by any
      Securityholder who has been a bona fide holder of a Security or
      Securities for at least six months; or

            (2) the Trustee shall cease to be eligible in accordance with
      the provisions of Section 7.09 and shall fail to resign after written
      request therefor by the Company or by any such Securityholder; or

            (3) the Trustee shall become incapable of acting, or shall be
      adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
      proceeding, or a receiver of the Trustee or of its property shall be
      appointed or consented to, or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose
      of rehabilitation, conservation or liquidation, then, in any such
      case, the Company may remove the Trustee with respect to all
      Securities and appoint a successor trustee by or pursuant to a Board
      Resolution, or, unless the Trustee's duty to resign is stayed as
      provided herein, any Securityholder who has been a bona fide holder
      of a Security or Securities for at least six months may, on behalf of
      that holder and all others similarly situated, petition any court of
      competent jurisdiction for the removal of the Trustee and the
      appointment of a successor trustee. Such court may thereupon after
      such notice, if any, as it may deem proper and prescribe, remove the
      Trustee and appoint a successor trustee.

            (c) The holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding may at any time remove
the Trustee with respect to such series by so notifying the Trustee and the
Company and may appoint a successor Trustee for such series with the
consent of the Company.

            (d) Any resignation or removal of the Trustee and appointment
of a successor trustee with respect to the Securities of a series pursuant
to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor trustee as provided in Section
7.11.

            (e) Any successor trustee appointed pursuant to this Section
may be appointed with respect to the Securities of one or more series or
all of such series, and at any time there shall be only one Trustee with
respect to the Securities of any particular series.


            SECTION 7.11 Acceptance of Appointment By Successor.

            (a) In case of the appointment hereunder of a successor trustee
with respect to all Securities, every such successor trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring
Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the
retiring Trustee; but, on the request of the Company or the successor
trustee, such retiring Trustee shall, upon payment of its charges, execute
and deliver an instrument transferring to such successor trustee all the
rights, powers, and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor trustee all property and money held
by such retiring Trustee hereunder.

            (b) In case of the appointment hereunder of a successor trustee
with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor trustee with respect to
the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such
appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor trustee relates, (2) shall contain such
provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series as to which the retiring Trustee
is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee and that no Trustee shall
be responsible for any act or failure to act on the part of any other
Trustee hereunder; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein, such retiring Trustee shall with
respect to the Securities of that or those series to which the appointment
of such successor trustee relates have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture, and each such
successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly
assign, transfer and deliver to such successor trustee, to the extent
contemplated by such supplemental indenture, the property and money held by
such retiring Trustee hereunder with respect to the Securities of that or
those series to which the appointment of such successor trustee relates.

            (c) Upon request of any such successor trustee, the Company
shall execute any and all instruments for more fully and certainly vesting
in and confirming to such successor trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may
be.

            (d) No successor trustee shall accept its appointment unless at
the time of such acceptance such successor trustee shall be qualified and
eligible under this Article.

            (e) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Company shall transmit notice of the
succession of such trustee hereunder by mail, first class postage prepaid,
to the Securityholders, as their names and addresses appear upon the
Security Register. If the Company fails to transmit such notice within ten
days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be transmitted at the expense
of the Company.


            SECTION 7.12 Merger, Conversion, Consolidation or Succession
                         to Business.

            Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of
Section 7.08 and eligible under the provisions of Section 7.09, without the
execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding. In
case any Securities shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.


            SECTION 7.13 Preferential Collection of Claims Against the
                         Company.

            The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section
311(b) of the Trust Indenture Act. A Trustee who has resigned or been
removed shall be subject to Section 311(a) of the Trust Indenture Act to
the extent included therein.


            SECTION 7.14 Notice of Defaults.

            If a default occurs and is continuing hereunder with respect to
Securities of any series and if it is actually known to a Responsible
Officer of the Trustee, the Trustee shall mail to each holder of such
Securities notice of the default within 90 days after is occurs provided,
however, that in the case of any default of the character specified in
Section 6.01(3) with respect to Securities of such series, no such notice
to Holders shall be given until at least 30 days after the occurrence
thereof. Except in the case of a default in payment of principal of or
interest on any Security (including payments pursuant to the mandatory
redemption provisions of such Security, if any), the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is not opposed to the
interest of the holders of such Securities. For the purpose of this
Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.


                               ARTICLE VIII.

                       CONCERNING THE SECURITYHOLDERS

            SECTION 8.01 Evidence of Action by Securityholders.

            Whenever in this Indenture it is provided that the holders of a
majority or specified percentage in aggregate principal amount of the
Securities of a particular series may take any action (including the making
of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any
such action the holders of such majority or specified percentage of that
series have joined therein may be evidenced by any instrument or any number
of instruments of similar tenor executed by such holders of Securities of
that series in Person or by agent or proxy appointed in writing.

            If the Company shall solicit from the Securityholders of any
series any request, demand, authorization, direction, notice, consent,
waiver or other action, the Company may, at its option, as evidenced by an
Officers' Certificate, fix in advance a record date for such series for the
determination of Securityholders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action, but the
Company shall have no obligation to do so. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or
other action may be given before or after the record date, but only the
Securityholders of record at the close of business on the record date shall
be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of Outstanding Securities of
that series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for
that purpose the Outstanding Securities of that series shall be computed as
of the record date; provided, however, that no such authorization,
agreement or consent by such Securityholders on the record date shall be
deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record
date.


            SECTION 8.02 Proof of Execution by Securityholders.

            Subject to the provisions of Section 7.01, proof of the
execution of any instrument by a Securityholder (such proof will not
require notarization) or his agent or proxy and proof of the holding by any
Person of any of the Securities shall be sufficient if made in the
following manner:

            (a) The fact and date of the execution by any such Person of
any instrument may be proved in any reasonable manner acceptable to the
Trustee.

            (b) The ownership of Securities shall be proved by the Security
Register of such Securities or by a certificate of the Security Registrar
thereof.

            (c) The Trustee may require such additional proof of any matter
referred to in this Section as it shall deem necessary.


            SECTION 8.03 Who May be Deemed Owners.

            Prior to the due presentment for registration of transfer of
any Security, the Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the Person in whose name such Security shall
be registered upon the books of the Company as the absolute owner of such
Security (whether or not such Security shall be overdue and notwithstanding
any notice of ownership or writing thereon made by anyone other than the
Security Registrar) for the purpose of receiving payment of or on account
of the principal of, premium, if any, and (subject to Section 2.03)
interest on such Security and for all other purposes; and neither the
Company nor the Trustee nor any paying agent nor any Security Registrar
shall be affected by any notice to the contrary.


            SECTION 8.04 Certain Securities Owned by Company Disregarded.

            In determining whether the holders of the requisite aggregate
principal amount of Securities of a particular series have concurred in any
direction, consent of waiver under this Indenture, the Securities of that
series that are owned by the Company or any other obligor on the Securities
of that series or by any Person directly or indirectly controlling or
controlled by or under common control with the Company or any other obligor
on the Securities of that series shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on
any such direction, consent or waiver, only Securities of such series that
the Trustee actually knows are so owned shall be so disregarded. The
Securities so owned that have been pledged in good faith may be regarded as
Outstanding for the purposes of this Section, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case
of a dispute as to such right, any decision by the Trustee taken upon the
advice of counsel shall be full protection to the Trustee.


            SECTION 8.05 Actions Binding on Future Securityholders.

            At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the
holders of the majority or percentage in aggregate principal amount of the
Securities of a particular series specified in this Indenture in connection
with such action, any holder of a Security of that series that is shown by
the evidence to be included in the Securities the holders of which have
consented to such action may, by filing written notice with the Trustee,
and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Security. Except as aforesaid any such action taken
by the holder of any Security shall be conclusive and binding upon such
holder and upon all future holders and owners of such Security, and of any
Security issued in exchange therefor, on registration of transfer thereof
or in place thereof, irrespective of whether or not any notation in regard
thereto is made upon such Security. Any action taken by the holders of the
majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such
action shall be conclusively binding upon the Company, the Trustee and the
holders of all the Securities of that series.


                                ARTICLE IX.

                          SUPPLEMENTAL INDENTURES

            SECTION 9.01 Supplemental Indentures Without the Consent of
                         Securityholders.

            In addition to any supplemental indenture otherwise authorized
by this Indenture, the Company and the Trustee may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as then in
effect), without the consent of the Securityholders, for one or more of the
following purposes:

            (a) to cure any ambiguity, omission, defect, or inconsistency
herein or in the Securities of any series;

            (b) to comply with Article Ten;

            (c) to provide for uncertificated Securities in addition to or
in place of certificated Securities;

            (d) to add Guarantees, including Subsidiary Guarantees, with
respect to debt securities or to release Subsidiary Guarantors from
Subsidiary Guarantees in accordance with the terms of the applicable series
of Securities or to secure a series of Securities;

            (e) to add to the covenants of the Company for the benefit of
the holders of all or any series of Securities (and if such covenants are
to be for the benefit of less than all series of Securities, stating that
such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the
Company;

            (f) to add to, delete from, or revise the conditions,
limitations, and restrictions on the authorized amount, terms, or purposes
of issue, authentication, and delivery of Securities, as herein set forth;

            (g) to make any change that does not adversely affect the
rights of any Securityholder in any material respect;

            (h) to provide for the issuance of and establish the form and
terms and conditions of the Securities of any series as provided in Section
2.01, to establish the form of any certifications required to be furnished
pursuant to the terms of this Indenture or any series of Securities, or to
add to the rights of the holders of any series of Securities; or

            (i) to comply with any requirements of the Securities and
Exchange Commission in connection with qualifying, or maintaining the
qualification of, this Indenture under the Trust Indenture Act.

            The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but
the Trustee shall not be obligated to enter into any such supplemental
indenture that affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

            Any supplemental indenture authorized by the provisions of this
Section may be executed by the Company and the Trustee without the consent
of the holders of any of the Securities at the time Outstanding,
notwithstanding any of the provisions of Section 9.02.


            SECTION 9.02 Supplemental Indentures With Consent of
                         Securityholders.

            With the consent (evidenced as provided in Section 8.01) of the
holders of not less than a majority in aggregate principal amount of the
Securities of each series affected by such supplemental indenture or
indentures at the time Outstanding, the Company, when authorized by Board
Resolutions, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which shall conform to
the provisions of the Trust Indenture Act as then in effect) for the
purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner not covered by Section 9.01 the
rights of the holders of the Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the holders of each Security then Outstanding
affected thereby, (i) change the fixed maturity of any Securities of any
series, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, or reduce any premium
payable upon the redemption thereof; (ii) reduce the amount of principal of
an Original Issue Discount Security or any other Security payable upon
acceleration of the maturity thereof; (iii) change the currency in which
any Security or any premium or interest is payable; (iv) impair the right
to enforce any payment on or with respect to any Security; (v) adversely
change the right to convert or exchange, including decreasing the
conversion rate or increasing the conversion price of, such Security (if
applicable); (vi) if the Securities are secured, change the terms and
conditions pursuant to which the Securities are secured in a manner adverse
to the holders of the secured Securities; (vii) reduce the percentage in
principal amount of outstanding Securities of any series, the consent of
whose holders is required for modification or amendment of this Indenture
or for waiver of compliance with certain provisions of this Indenture or
for waiver of certain defaults; (viii) reduce the requirements contained in
this Indenture for quorum or voting; (ix) change any obligations of the
Company to maintain an office or agency in the places and for the purposes
required by the indentures; or (x) modify any of the above provisions.

            It shall not be necessary for the consent of the
Securityholders of any series affected thereby under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such consent shall approve the substance thereof.


            SECTION 9.03 Effect of Supplemental Indentures.

            Upon the execution of any supplemental indenture pursuant to
the provisions of this Article or of Section 10.01, this Indenture shall,
with respect to such series, be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities of the series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all
purposes.


            SECTION 9.04 Securities Affected by Supplemental Indentures.

            Securities of any series, affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article or of Section 10.01,
may bear a notation in form approved by the Company, provided such form
meets the requirements of any exchange upon which such series may be
listed, as to any matter provided for in such supplemental indenture. If
the Company shall so determine, new Securities of that series so modified
as to conform, in the opinion of the Trustee and the Company, to any
modification of this Indenture contained in any such supplemental indenture
may be prepared and executed by the Company, authenticated by the Trustee
and delivered in exchange for the Securities of that series then
Outstanding.


            SECTION 9.05 Execution of Supplemental Indentures.

            Upon the request of the Company, accompanied by its Board
Resolutions authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of
Securityholders required to consent thereto as aforesaid, the Trustee shall
join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee
may in its discretion but shall not be obligated to enter into such
supplemental indenture. The Trustee, subject to the provisions of Section
7.01, shall be provided an Opinion of Counsel and an Officers' Certificate
as conclusive evidence that any supplemental indenture executed pursuant to
this Article is authorized or permitted by, and conforms to, the terms of
this Article and that it is proper for the Trustee under the provisions of
this Article to join in the execution thereof; provided, however, that such
Opinion of Counsel need not be provided in connection with the execution of
a supplemental indenture that establishes the terms of a series of
Securities pursuant to Section 2.01 hereof.


            SECTION 9.06 Conformity with Trust Indenture Act.

            Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act of 1939, as
amended, in effect on such date.


                                 ARTICLE X.

                           SUCCESSOR CORPORATION

            SECTION 10.01 Company May Consolidate, Etc.

            Unless otherwise specified in a supplemental indenture hereto,
nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other
Person (whether or not affiliated with the Company) or successive
consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or other disposition of the property of the Company or
its successor or successors as an entirety, or substantially as an
entirety, to any other Person (whether or not affiliated with the Company
or its successor or successors) authorized to acquire and operate the same;
provided, however, the Company hereby covenants and agrees that, upon any
such consolidation, merger, sale, conveyance, transfer or other
disposition, the due and punctual payment of the principal of and any
premium and interest on all of the Securities of all series in accordance
with the terms of each series, according to their tenor and the due and
punctual performance and observance of all the covenants and conditions of
this Indenture with respect to each series or established with respect to
such series pursuant to Section 2.01 to be kept or performed by the Company
shall be expressly assumed, by supplemental indenture satisfactory in form
to the Trustee executed and delivered to the Trustee by the entity formed
by such consolidation, or into which the Company shall have been merged, or
by the entity which shall have acquired such property.


            SECTION 10.02 Successor Substituted.

            (a) In case of any such consolidation, merger, sale,
conveyance, transfer or other disposition and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual
payment of the principal of and any premium and interest on all of the
Securities of all series Outstanding and the due and punctual performance
of all of the covenants and conditions of this Indenture or established
with respect to each series of the Securities pursuant to Section 2.01 to
be performed by the Company with respect to each series, such successor
Person shall succeed to and be substituted for the Company with the same
effect as if it had been named as the Company herein, and thereupon the
predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.

            (b) In case of any such consolidation, merger, sale,
conveyance, transfer or other disposition such changes in phraseology and
form (but not in substance) may be made in the Securities thereafter to be
issued as may be appropriate.

            (c) Nothing contained in this Indenture or in any of the
Securities shall prevent the Company from merging into itself or acquiring
by purchase or otherwise all or any part of the property of any other
Person (whether or not affiliated with the Company).


            SECTION 10.03 Evidence of Consolidation, Etc. to Trustee.

            The Trustee, subject to the provisions of Section 7.01, shall
be provided an Opinion of Counsel and an Officers' Certificate as
conclusive evidence that any such consolidation, merger, sale, conveyance,
transfer or other disposition, and any such assumption, comply with the
provisions of this Article.


                                ARTICLE XI.

                         SATISFACTION AND DISCHARGE

            SECTION 11.01 Satisfaction and Discharge of Indenture.

            If at any time: (a) the Company shall have delivered to the
Trustee for cancellation all Securities of a series theretofore
authenticated (other than any Securities that shall have ben destroyed,
lost or stolen and that shall have been replaced or paid as provided in
Section 2.07 and Securities for whose payment money or Governmental
Obligations have theretofore been deposited in trust or segregated and held
in trust by the Company and thereupon repaid to the Company or discharged
from such trust, as provided in Section 11.05); or (b) all such Securities
of a particular series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption, and the Company shall deposit or cause to
be deposited with the Trustee as trust funds an amount of money in U.S.
dollars sufficient, or non-callable Governmental Obligations, the principal
of and interest on which when due, will be sufficient or a combination
thereof, sufficient in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all
Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal and any premium and interest due or to
become due to such date of maturity or date fixed for redemption, as the
case may be, and if the Company shall also pay or cause to be paid all
other sums payable hereunder with respect to such series by the Company
then this Indenture shall thereupon cease to be of further effect with
respect to such series except for the provisions of Sections 2.03, 2.05,
2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until the date of
maturity or redemption date, as the case may be, and Sections 7.06 and
11.05, that shall survive to such date and thereafter, and the Trustee, on
demand of the Company and at the cost and expense of the Company shall
execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.


            SECTION 11.02 Discharge of Obligations.

            If at any time all such Securities of a particular series not
heretofore delivered to the Trustee for cancellation or that have not
become due and payable as described in Section 11.01 shall have been paid
by the Company by depositing irrevocably with the Trustee as trust funds
money in U.S. dollars sufficient or an amount of non-callable Governmental
Obligations, the principal of and interest on which when due, will be
sufficient or a combination thereof, sufficient in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity
or upon redemption all such Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal and any
premium and interest due or to become due to such date of maturity or date
fixed for redemption, as the case may be, and if the Company shall also pay
or cause to be paid all other sums payable hereunder by the Company with
respect to such series, then after the date such moneys or Governmental
Obligations, as the case may be, are deposited with the Trustee the
obligations of the Company under this Indenture with respect to such series
shall cease to be of further effect except for the provisions of Sections
2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof that shall
survive until such Securities shall mature and be paid. Thereafter,
Sections 7.06 and 11.05 shall survive.


            SECTION 11.03 Deposited Moneys to be Held in Trust.

            All moneys or Governmental Obligations deposited with the
Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and
shall be available for payment as due, either directly or through any
paying agent (including the Company acting as its own paying agent), to the
holders of the particular series of Securities for the payment or
redemption of which such moneys or Governmental Obligations have been
deposited with the Trustee.


            SECTION 11.04 Payment of Moneys Held by Paying Agents.

            In connection with the satisfaction and discharge of this
Indenture all moneys or Governmental Obligations then held by any paying
agent under the provisions of this Indenture shall, upon demand of the
Company, be paid to the Trustee and thereupon such paying agent shall be
released from all further liability with respect to such moneys or
Governmental Obligations.


            SECTION 11.05 Repayment to Company.

            Any moneys or Governmental Obligations deposited with any
paying agent or the Trustee, or then held by the Company, in trust for
payment of principal of or premium or interest on the Securities of a
particular series that are not applied but remain unclaimed by the holders
of such Securities for at least two years after the date upon which the
principal of and any premium or interest on such Securities shall have
respectively become due and payable, shall be repaid to the Company on May
31 of each year or (if then held by the Company) shall be discharged from
such trust; and thereupon the paying agent and the Trustee shall be
released from all further liability with respect to such moneys or
Governmental Obligations, and the holder of any of the Securities entitled
to receive such payment shall thereafter, as an unsecured general creditor,
look only to the Company for the payment thereof.


                                ARTICLE XII.

             IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                               AND DIRECTORS


            SECTION 12.01 No Recourse.

            No recourse under or upon any obligation, covenant or agreement
of this Indenture, or of any Security, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are
solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors as such, of the Company or of any
predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in
any of the Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in
equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or director
as such, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Securities or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issuance of such Securities.


                               ARTICLE XIII.

                          MISCELLANEOUS PROVISIONS

            SECTION 13.01 Effect on Successors and Assigns.

            All the covenants, stipulations, promises and agreements in
this Indenture contained by or on behalf of the Company shall bind their
respective successors and assigns, whether so expressed or not.


            SECTION 13.02 Actions by Successor.

            Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force
and effect by the corresponding board, committee or officer of any Person
that shall at the time be the lawful sole successor of the Company.


            SECTION 13.03 Notices.

            Except as otherwise expressly provided herein any notice or
demand that by any provision of this Indenture is required or permitted to
be given or served by the Trustee or by the holders of Securities to or on
the Company may be given or served by being deposited first class postage
prepaid in a post-office letterbox addressed (until another address is
filed in writing by the Company with the Trustee), as follows: Champion
Enterprises, Inc., 2701 Cambridge Court, Suite 300, Auburn Hills, MI 48362,
Attention: John J. Collins, Jr. Any notice, election, request or demand by
the Company or any Securityholder to or upon the Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given or made in
writing at the Corporate Trust Office of the Trustee.


            SECTION 13.04 Notice to Holders of Securities; Waiver.

            Except as otherwise expressly provided herein, where this
Indenture provides for notice to holders of Securities of any event, such
notice shall be sufficiently given to holders of Securities if in writing
and mailed, first-class postage prepaid, to each holder of a Security
affected by such event, at the address of such holder as it appears in the
Security Register, not earlier than the earliest date, and not later than
the latest date, prescribed for the giving of such notice.

            In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice
to holders of Securities by mail, then such notification as shall be made
with the approval of the Trustee shall constitute sufficient notice to such
holder for every purpose hereunder. In any case where notice to holders of
Securities is given by mail, neither the failure to mail such notice, nor
any defect in any notice mailed to any particular holder of a Security
shall affect the sufficiency of such notice with respect to other holders
of Securities given as provided herein.

            Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by holders of Securities shall
be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.


            SECTION 13.05 Governing Law.

            This Indenture and each Security shall be deemed to be a
contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State.


            SECTION 13.06 Effect of Headings and Table of Contents.

            The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction
hereof.


            SECTION 13.07 Compliance Certificates and Opinions.

            (a) Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture,
the Company, shall furnish to the Trustee an Officers' Certificate stating
that all conditions precedent provided for in this Indenture relating to
the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent
have been complied with, except that in the case of any such application or
demand as to which the furnishing of such documents is specifically
required by any provision of this Indenture relating to such particular
application or demand, no additional certificate or opinion need be
furnished.

            (b) Each certificate or opinion provided for in this Indenture
and delivered to the Trustee with respect to compliance with a condition or
covenant in this Indenture shall include (1) a statement that the Person
making such certificate or opinion has read such covenant or condition; (2)
a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of
such Person, he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such
covenant or condition has been complied with; and (4) a statement as to
whether or not, in the opinion of such Person, such condition or covenant
has been complied with.


            SECTION 13.08 Payments on Business Days.

            Except as provided pursuant to Section 2.01 pursuant to a Board
Resolution, and as set forth in an Officers' Certificate, or established in
one or more indentures supplemental to this Indenture, in any case where
the date of maturity of interest or principal of any Security or the date
of redemption of any Security shall not be a Business Day, then payment of
interest or principal (and premium, if any) may be made on the next
succeeding Business Day with the same force and effect as if made on the
nominal date of maturity or redemption, and no interest shall accrue for
the period after such nominal date.


            SECTION 13.09 Conflict with Trust Indenture Act.

            If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by Section 318(c) of
the Trust Indenture Act, such imposed duties shall control.


            SECTION 13.10 Counterparts.

            This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.


            SECTION 13.11 Separability.

            In case any one or more of the provisions contained in this
Indenture or in the Securities of any series shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of
this Indenture or of such Securities, but this Indenture and such
Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.


            SECTION 13.12 Assignment.

            The Company will have the right at all times to assign any of
its rights or obligations under this Indenture to a direct or indirect
wholly-owned Subsidiary of the Company, provided that, in the event of any
such assignment, the Company, will remain liable for all such obligations.
Subject to the foregoing, the Indenture is binding upon and inures to the
benefit of the parties thereto and their respective successors and assigns.
This Indenture may not otherwise be assigned by the parties thereto.


            IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed all as of the day and year first above
written.

                                    CHAMPION ENTERPRISES, INC.


                                    By:
                                       --------------------------------
                                       Name:
                                       Title:



                                    BANK ONE TRUST COMPANY, N.A.,
                                     as Trustee


                                    By:
                                       ---------------------------------
                                       Name:
                                       Title:





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 4.2 - SUBORDINATED INDENTURE
<TEXT>



Exhibit 4.2

=============================================================================

                        CHAMPION ENTERPRISES, INC.,
                                   Issuer


                                    AND


                       BANK ONE TRUST COMPANY, N.A.,
                                  Trustee

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

                                 INDENTURE

                           Dated as of [ ], 2000

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


                        Subordinated Debt Securities

=============================================================================



                           CROSS-REFERENCE TABLE*

    Section of
Trust Indenture Act                                          Section of
of 1939, as amended                                          Indenture
-------------------                                         -----------

310(a)......................................................  7.09
310(b)......................................................  7.08
                                                              7.10
310(c)......................................................  Inapplicable
311(a)......................................................  7.13
311(b)......................................................  7.13
311(c)......................................................  Inapplicable
312(a)......................................................  5.01
                                                               5.02(a)
312(b)......................................................  5.02(c)
312(c)......................................................  5.02(c)
313(a)......................................................  5.04(a)
313(b)......................................................  5.04(b)
313(c)......................................................  5.04(a)
                                                              5.04(b)
313(d)......................................................  5.04(c)
314(a)......................................................  5.03
314(b)......................................................  Inapplicable
314(c)......................................................  13.07
314(d)......................................................  Inapplicable
314(e)......................................................  13.07
314(f)......................................................  Inapplicable
315(a)......................................................  7.01
315(b)......................................................  7.14
315(c)......................................................  7.01(a)
315(d)......................................................  7.01(b)
315(e)......................................................  6.07
316(a)......................................................  6.06
                                                              8.04
316(b)......................................................  6.04
316(c)......................................................  8.01
317(a)......................................................  6.02
317(b)......................................................  4.03
318(a)......................................................  13.09
--------
*     This Cross-Reference Table does not constitute part of the Indenture
      and shall not have any bearing on the interpretation of any of its
      terms or provisions.




                                 TABLE OF CONTENTS*


                                                                          Page

PARTIES.................................................................... 1

RECITALS................................................................... 1

--------
*     This Table of Contents does not constitute part of the Indenture and
      shall not have any bearing upon the interpretation of any of its
      terms or provisions.


                                 ARTICLE I.

                                DEFINITIONS

SECTION 1.01  Definitions of Terms..........................................1
              Affiliate.....................................................1
              Authenticating Agent..........................................2
              Bankruptcy Law................................................2
              Board of Directors............................................2
              Board Resolution..............................................2
              Business Day..................................................2
              Certificate...................................................2
              Company.......................................................2
              Corporate Trust Office........................................2
              Custodian.....................................................3
              Default.......................................................3
              Depositary....................................................3
              Event of Default..............................................3
              Global Security...............................................3
              Governmental Obligations......................................3
              Guarantee.....................................................3
              Guaranty Agreement............................................4
              "herein", "hereof" and "hereunder"............................4
              Indenture.....................................................4
              Interest......................................................4
              Interest Payment Date.........................................4
              Officer.......................................................4
              Officers' Certificate.........................................4
              Opinion of Counsel............................................4
              Original Issue Discount Security..............................4
              Outstanding...................................................5
              Person........................................................5
              Predecessor Security..........................................5
              Responsible Officer...........................................5
              Securities....................................................5
              Securityholder................................................5
              Subsidiary....................................................5
              Subsidiary Guarantor..........................................6
              Subsidiary Guarantee..........................................6
              Trustee.......................................................6
              Trust Indenture Act...........................................6
              Yield to Maturity.............................................6


                                ARTICLE II.

                   ISSUE, DESCRIPTION, TERMS, EXECUTION,
                  REGISTRATION AND EXCHANGE OF SECURITIES

SECTION 2.01  Designation and Terms of Securities...........................6
SECTION 2.02  Form of Securities and Trustee's Certificate..................9
SECTION 2.03  Denominations; Provisions for Payment.........................9
SECTION 2.04  Execution and Authentication.................................11
SECTION 2.05  Registration of Transfer and Exchange........................12
SECTION 2.06  Temporary Securities.........................................13
SECTION 2.07  Mutilated, Destroyed, Lost or Stolen Securities..............14
SECTION 2.08  Cancellation.................................................15
SECTION 2.09  Benefits of Indenture........................................15
SECTION 2.10  Authenticating Agent.........................................15
SECTION 2.11  Global Securities............................................16


                                ARTICLE III.

            REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.01  Redemption...................................................17
SECTION 3.02  Notice of Redemption.........................................17
SECTION 3.03  Payment Upon Redemption......................................19
SECTION 3.04  Sinking Fund.................................................19
SECTION 3.05  Satisfaction of Sinking Fund Payments with Securities........19
SECTION 3.06  Redemption of Securities for Sinking Fund....................20


                                ARTICLE IV.

                             CERTAIN COVENANTS

SECTION 4.01  Payment of Principal, Premium and Interest...................20
SECTION 4.02  Maintenance of Office or Agency..............................20
SECTION 4.03  Paying Agents................................................21
SECTION 4.04  Appointment to Fill Vacancy in Office of Trustee.............22
SECTION 4.05  Compliance with Consolidation Provisions.....................22
SECTION 4.06  Statement by Officers as to Default..........................22


                                 ARTICLE V.

                     SECURITYHOLDERS' LISTS AND REPORTS
                       BY THE COMPANY AND THE TRUSTEE

SECTION 5.01  Company to Furnish Trustee Names and Addresses of
              Securityholders..............................................23
SECTION 5.02  Preservation of Information; Communications with
              Securityholders..............................................23
SECTION 5.03  Reports by the Company.......................................23
SECTION 5.04  Reports by the Trustee.......................................24


                                ARTICLE VI.

                REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            ON EVENT OF DEFAULT

SECTION 6.01  Events of Default............................................25
SECTION 6.02  Collection of Indebtedness and Suits for Enforcement
              by Trustee...................................................27
SECTION 6.03  Application of Moneys Collected..............................28
SECTION 6.04  Limitation on Suits..........................................29
SECTION 6.05  Rights and Remedies Cumulative; Delay or Omission
              Not Waiver...................................................30
SECTION 6.06  Control by Securityholders...................................30
SECTION 6.07  Undertaking to Pay Costs.....................................31


                                ARTICLE VII.

                           CONCERNING THE TRUSTEE

SECTION 7.01  Certain Duties and Responsibilities of Trustee...............31
SECTION 7.02  Certain Rights of Trustee....................................33
SECTION 7.03  Trustee Not Responsible for Recitals or Issuance or
              Securities...................................................34
SECTION 7.04  May Hold Securities..........................................34
SECTION 7.05  Moneys Held in Trust.........................................34
SECTION 7.06  Compensation and Reimbursement...............................35
SECTION 7.07  Reliance on Officers' Certificate............................35
SECTION 7.08  Disqualification; Conflicting Interests......................36
SECTION 7.09  Corporate Trustee Required; Eligibility......................36
SECTION 7.10  Resignation and Removal; Appointment of Successor............36
SECTION 7.11  Acceptance of Appointment By Successor.......................37
SECTION 7.12  Merger, Conversion, Consolidation or Succession to
              Business.....................................................39
SECTION 7.13  Preferential Collection of Claims Against the Company........39
SECTION 7.14  Notice of Defaults...........................................39


                               ARTICLE VIII.

                       CONCERNING THE SECURITYHOLDERS

SECTION 8.01  Evidence of Action by Securityholders........................40
SECTION 8.02  Proof of Execution by Securityholders........................40
SECTION 8.03  Who May be Deemed Owners.....................................41
SECTION 8.04  Certain Securities Owned by Company Disregarded..............41
SECTION 8.05  Actions Binding on Future Securityholders....................42


                                ARTICLE IX.

                          SUPPLEMENTAL INDENTURES

SECTION 9.01  Supplemental Indentures Without the Consent of
              Securityholders..............................................42
SECTION 9.02  Supplemental Indentures With Consent of Securityholders......43
SECTION 9.03  Effect of Supplemental Indentures............................44
SECTION 9.04  Securities Affected by Supplemental Indentures...............44
SECTION 9.05  Execution of Supplemental Indentures.........................45
SECTION 9.06  Conformity with Trust Indenture Act..........................45


                                 ARTICLE X.

                           SUCCESSOR CORPORATION

SECTION 10.01 Company May Consolidate, Etc.................................45
SECTION 10.02 Successor Substituted........................................46
SECTION 10.03 Evidence of Consolidation, Etc. to Trustee...................46


                                ARTICLE XI.

                         SATISFACTION AND DISCHARGE

SECTION 11.01 Satisfaction and Discharge of Indenture......................47
SECTION 11.02 Discharge of Obligations.....................................47
SECTION 11.03 Deposited Moneys to be Held in Trust.........................48
SECTION 11.04 Payment of Moneys Held by Paying Agents......................48
SECTION 11.05 Repayment to Company.........................................48


                                ARTICLE XII.

             IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                               AND DIRECTORS

SECTION 12.01 No Recourse..................................................49


                               ARTICLE XIII.

                          MISCELLANEOUS PROVISIONS

SECTION 13.01 Effect on Successors and Assigns.............................49
SECTION 13.02 Actions by Successor.........................................50
SECTION 13.03 Notices......................................................50
SECTION 13.04 Notice to Holders of Securities; Waiver......................50
SECTION 13.05 Governing Law................................................51
SECTION 13.06 Effect of Headings and Table of Contents.....................51
SECTION 13.07 Compliance Certificates and Opinions.........................51
SECTION 13.08 Payments on Business Days....................................51
SECTION 13.09 Conflict with Trust Indenture Act............................52
SECTION 13.10 Counterparts.................................................52
SECTION 13.11 Separability.................................................52
SECTION 13.12 Assignment...................................................52


                                ARTICLE XIV.

                        SUBORDINATION OF SECURITIES

SECTION 14.01 Subordination Terms..........................................53




            INDENTURE, dated as of [    ], 2000, among Champion Enterprises,
Inc., a Michigan corporation (the "Company"), and Bank One Trust Company,
N.A., as trustee (the "Trustee"):

            WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the execution and delivery of this Indenture to provide for
the issuance of unsecured subordinated debt securities (hereinafter
referred to as the "Securities"), in an unlimited aggregate principal
amount to be issued from time to time in one or more series as in this
Indenture provided, as registered Securities without coupons, to be
authenticated by the certificate of the Trustee;

            WHEREAS, to provide the terms and conditions upon which the
Securities are to be authenticated, issued and delivered, the Company has
duly authorized the execution of this Indenture; and

            WHEREAS, all things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done.

            NOW, THEREFORE, in consideration of the premises and the
purchase of the Securities by the holders thereof, it is mutually
covenanted and agreed as follows for the equal and ratable benefit of the
holders of Securities:


                                 ARTICLE I.

                                DEFINITIONS

            SECTION 1.01 Definitions of Terms.

            The terms defined in this Section (except as in this Indenture
otherwise expressly provided or unless the context otherwise requires) for
all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section and shall
include the plural as well as the singular. All other terms used in this
Indenture that are defined in the Trust Indenture Act of 1939, as amended,
or that are by reference in such Act defined in the Securities Act of 1933,
as amended (except as herein otherwise expressly provided or unless the
context otherwise requires), shall have the meanings assigned to such terms
in said Trust Indenture Act and in said Securities Act as in force at the
date of the execution of this instrument.

            "Affiliate" means, with respect to a specified Person, (a) any
Person directly or indirectly owning, controlling or holding with power to
vote 10% or more of the outstanding voting securities or other ownership
interests of the specified Person, (b) any Person 10% or more of whose
outstanding voting securities or other ownership interests are directly or
indirectly owned, controlled or held with power to vote by the specified
Person, (c) any Person directly or indirectly controlling, controlled by,
or under common control with the specified Person, (d) a partnership in
which the specified Person is a general partner, (e) any officer or
director of the specified Person, and (f) if the specified Person is an
individual, any entity of which the specified Person is an officer,
director or general partner.

            "Authenticating Agent" means an authenticating agent with
respect to all or any of the series of Securities appointed with respect to
all or any series of the Securities by the Trustee pursuant to Section
2.10.

            "Bankruptcy Law" means Title 11, U.S. Code, or any similar
federal or state law for the relief of debtors.

            "Board of Directors" means the Board of Directors of the
Company or any duly authorized committee of such Board.

            "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification.

            "Business Day" means, with respect to any series of Securities,
any day other than a day on which Federal or State banking institutions in
the Borough of Manhattan, The City of New York, are authorized or obligated
by law, executive order or regulation to close.

            "Certificate" means a certificate signed by the principal
executive officer, the principal financial officer, the Treasurer or the
principal accounting officer of the Company. The Certificate need not
comply with the provisions of Section 13.07.

            "Company" means Champion Enterprises, Inc., a corporation duly
organized and existing under the laws of the State of Michigan, and,
subject to the provisions of Article Ten, shall also include its successors
and assigns.

            "Corporate Trust Office" means the office of the Trustee at
which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at 1
Bank One Plaza, Chicago, Illinois 60670, except that whenever a provision
herein refers to an office or agency of the Trustee in the Borough of
Manhattan, The City of New York, such office is located, at the date
hereof, at 14 Wall Street, 8th Floor, New York, New York 10005.

            "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement
designed to protect such Person against fluctuations in currency values.

            "Custodian" means any receiver, trustee, assignee, liquidator,
or similar official under any Bankruptcy Law.

            "Default" means any event, act or condition that with notice or
lapse of time, or both, would constitute an Event of Default.

            "Depositary" means, with respect to Securities of any series,
for which the Company shall determine that such Securities will be issued
as a Global Security, The Depository Trust Company, New York, New York,
another clearing agency, or any successor registered as a clearing agency
under the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to either Section 2.01 or 2.11.

            "Event of Default" means, with respect to Securities of a
particular series any event specified in Section 6.01, continued for the
period of time, if any, therein designated.

            "Global Security" means, with respect to any series of
Securities, a Security executed by the Company and delivered by the Trustee
to the Depositary or pursuant to the Depositary's instruction, all in
accordance with the Indenture, which shall be registered in the name of the
Depositary or its nominee.

            "Governmental Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United
States of America, the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America that, in
either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as
custodian with respect to any such Governmental Obligation or a specific
payment of principal of or interest on any such Governmental Obligation
held by such custodian for the account of the holder of such depositary
receipt; provided, however, that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian
in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

            "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any indebtedness of any
other Person and any obligation, direct or indirect, contingent or
otherwise, of such Person (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such indebtedness or other obligation
of such Person (whether arising by virtue of partnership arrangements, or
by agreements to keep-well, to purchase assets, goods, securities or
services, to take-or-pay or to maintain financial statement conditions or
otherwise) or (b) entered into for the purpose of assuring in any other
manner the obligee of such indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include endorsements
for collection or deposit in the ordinary course of business. The term
"Guarantee" used as a verb has a corresponding meaning. The term
"Guarantor" shall mean any Person Guaranteeing any obligation.

            "Guaranty Agreement" means a supplemental indenture, in a form
satisfactory to the Trustee, pursuant to which a Person Guarantees the
Company's obligations with respect to a series of Securities.

            "herein", "hereof" and "hereunder", and other words of similar
import, refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

            "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into in accordance with the terms
hereof.

             "Interest" when used with respect to an Original Issue
Discount Security which by its terms bears interest only after maturity,
means interest payable after maturity.

            "Interest Payment Date", when used with respect to any
installment of interest on a Security of a particular series, means the
date specified in such Security or in a Board Resolution or in an indenture
supplemental hereto with respect to such series as the fixed date on which
an installment of interest with respect to Securities of that series is due
and payable.

            "Officer" means the Chairman of the Board, the Chief Executive
Officer, any Executive Vice President, any Vice President, the Treasurer or
the Secretary of the Company.

            "Officers' Certificate" means a certificate signed by two
officers that is delivered to the Trustee in accordance with the terms
hereof. Each such certificate shall include the statements provided for in
Section 13.07, if and to the extent required by the provisions thereof.

            "Opinion of Counsel" means an opinion in writing of legal
counsel, who may be an employee of or counsel for the Company that is
delivered to the Trustee in accordance with the terms hereof. Each such
opinion shall include the statements provided for in Section 13.07, if and
to the extent required by the provisions thereof.

            "Original Issue Discount Security" means any Security which (i)
is issued at a price lower than the amount payable upon the Maturity
thereof and (ii) provides for an amount less than the principal amount
thereof to be due and payable upon redemption or a declaration of
acceleration of the Maturity thereof pursuant to Section 6.01.

            "Outstanding", when used with reference to Securities of any
series, means, subject to the provisions of Section 8.04, as of any
particular time, all Securities of that series theretofore authenticated
and delivered by the Trustee under this Indenture, except (a) Securities
theretofore canceled by the Trustee or any paying agent, or delivered to
the Trustee or any paying agent for cancellation or that have previously
been canceled; (b) Securities or portions thereof for the payment or
redemption of which moneys or Governmental Obligations in the necessary
amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own
paying agent); provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of
such redemption shall have been given as in Article Three provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and (c) Securities in lieu of or in substitution for which other
Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.07.

            "Person" means any individual, corporation, limited liability
company, partnership, joint-venture, joint-stock company, unincorporated
organization or government or any agency or political subdivision thereof.

            "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.07 in
lieu of a lost, destroyed or stolen Security shall be deemed to evidence
the same debt as the lost, destroyed or stolen Security.

            "Responsible Officer" when used with respect to the Trustee
means any officer assigned by the Trustee to administer corporate trust
matters, or to whom any corporate trust matter is referred because of his
or her knowledge of and familiarity with the particular subject.

            "Securities" means the debt Securities authenticated and
delivered under this Indenture.

            "Securityholder", "holder of Securities", "registered holder",
or other similar term, means the Person or Persons in whose name or names a
particular Security shall be registered on the books of the Company kept
for that purpose in accordance with the terms of this Indenture.

            "Subsidiary" means, in respect of any Person, any corporation,
association, partnership, limited liability company, or other business
entity of which more than 50% of the total voting power of shares of
capital stock or other interests (including partnership interests) entitled
(without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by (a) such Person, (b) such Person and
one or more Subsidiaries of such Person or (c) one or more Subsidiaries of
such Person.

            "Subsidiary Guarantor" means any Subsidiary of the Company that
provides a Guarantee of the obligations of the Company with respect to any
series of Securities or enters into a Guaranty Agreement that becomes a
Subsidiary Guarantor pursuant to Section 4.07.

            "Subsidiary Guarantee" means a Guarantee, including any
Guaranty Agreement, provided by a Subsidiary Guarantor of the Company's
obligations with respect to any series of Securities.

            "Trustee" means Bank One Trust Company, N.A., and, subject to
the provisions of Article Seven, shall also include its successors and
assigns, and, if at any time there is more than one Person acting in such
capacity hereunder, "Trustee" shall mean each such Person. The term
"Trustee" as used with respect to a particular series of the Securities
shall mean the trustee with respect to that series.

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, subject to the provisions of Sections 9.01, 9.02, and 10.01, as in
effect at the date of execution of this instrument.

            "Yield to Maturity" means the yield to maturity on a series of
Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series,
and calculated in accordance with accepted financial practice.


                                ARTICLE II.

                   ISSUE, DESCRIPTION, TERMS, EXECUTION,
                  REGISTRATION AND EXCHANGE OF SECURITIES

            SECTION 2.01 Designation and Terms of Securities.

            (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The
Securities may be issued in one or more series up to the aggregate
principal amount of Securities of that series from time to time authorized
by or pursuant to a Board Resolution of the Company or pursuant to one or
more indentures supplemental hereto. Prior to the initial issuance of
Securities of any series, there shall be established in or pursuant to a
Board Resolution of the Company, and set forth in an Officers' Certificate
of the Company, or established in one or more indentures supplemental
hereto:

            (1) the title of the Security of the series (which shall
      distinguish the Securities of the series from all other Securities);

            (2) any limit upon the aggregate principal amount of the
      Securities of that series that may be authenticated and delivered
      under this Indenture (except for Securities authenticated and
      delivered upon registration of transfer of, or in exchange for, or in
      lieu of, other Securities of that series);

            (3) whether any of the Securities of the series will be
      issuable in whole or in part in temporary or permanent global form or
      in the form of book-entry securities and, in such case, the identity
      for the Depositary for such series;

            (4) the date or dates on which the principal of the Securities
      of the series is payable;

            (5) the rate or rates, which may be fixed or variable, at which
      the Securities of the series shall bear interest or the manner of
      calculation of such rate or rates, if any;

            (6) the date or dates from which such interest shall accrue,
      the Interest Payment Dates on which such interest will be payable or
      the manner of determination of such Interest Payment Dates and the
      record date for the determination of holders to whom interest is
      payable on any such Interest Payment Dates or the manner of
      determination of such record dates;

            (7) the place or places where payments with respect to the
      Securities of the series shall be payable;

            (8) the right, if any, to defer payment of interest on the debt
      securities and the maximum length of any deferral period;

            (9) the date, if any, after which, the price or prices at which
      and the terms and conditions upon which, Securities of the series may
      be redeemed, in whole or in part, at the option of the Company;

            (10) the obligation, if any, of the Company to redeem or
      purchase Securities of the series pursuant to any sinking fund or
      analogous provisions (including payments made in cash in
      participation of future sinking fund obligations) or at the option of
      a holder thereof and the date or dates, if any, on which, the price
      or prices at which, and the terms and conditions upon which,
      Securities of the series shall be redeemed or purchased, in whole or
      in part, pursuant to such obligation;

            (11) the subordination terms of the Securities of the series;

            (12) if other than denominations of one thousand U.S. dollars
      ($1,000) or any integral multiple thereof, the denominations in which
      the Securities of the series shall be issuable;

            (13) whether the series of Securities will be subject to any
      mandatory or optional sinking fund or similar provisions;

            (14) the currency or currency units in which payment of the
      principal of and any premium and interest on the Securities of the
      series shall be payable;

            (15) whether and under what circumstances the Company will pay
      additional amounts on the Securities of the series held by non-U.S.
      persons in respect of any tax, assessment or governmental charge
      withheld or deducted and, if so, whether the Company will have the
      option to redeem such Securities rather than pay such additional
      amounts;

            (16) the terms pursuant to which the Securities of the series
      are subject to defeasance and satisfaction and discharge;

            (17) any addition to, or modification or deletion of, any
      Events of Default or covenants provided for with respect to the
      Securities of the series;

            (18) the terms and conditions, if any, pursuant to which the
      Securities of the series are secured;

            (19) whether the Securities of the series will be convertible
      into shares of common stock or other securities of the Company and,
      if so, the terms and conditions upon which such Securities will be so
      convertible, including whether conversion is mandatory, at the option
      of the holder, or at the option of the Company, the conversion price,
      the conversion period and any provisions pursuant to which the number
      of shares of common stock or other securities of the Company to be
      received by the holders of such series of Securities would be subject
      to adjustment;

            (20) if other than the principal amount thereof, the portion of
      the principal amount of Securities of the series which shall be
      payable upon declaration of acceleration of the maturity thereof
      pursuant to Section 6.01;

            (21) any provisions granting special rights to holders when a
      specified event occurs;

            (22) any special tax implications of the Securities of the
      series, including provisions for Original Issue Discount Securities,
      if offered;

            (23) the form of the Securities of the series including the
      form of the Certificate of Authentication for such series; and

            (24) any and all other terms with respect to such series
      including any terms which may be required by or advisable under
      United States laws or regulations or advisable in connection with the
      marketing of Securities of that series.

            All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided
in or pursuant to any such Board Resolution or in any indentures
supplemental hereto.

            If any of the terms of the series are established by action
taken pursuant to a Board Resolution of the Company, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Officers' Certificate of the Company setting forth
the terms of the series.

            Securities of any particular series may be issued at various
times, with different dates on which the principal or any installment of
principal is payable, with different rates of interest, if any, or
different methods by which rates of interest may be determined, with
different dates on which such interest may be payable and with different
redemption dates. Unless otherwise provided, a series may be reopened for
issuances of additional Securities of such series.


            SECTION 2.02 Form of Securities and Trustee's Certificate.

            The Securities of any series and the Trustee's certificate of
authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental
hereto or as provided in a Board Resolution of the Company and as set forth
in an Officers' Certificate of the Company and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements printed, lithographed or engraved thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
stock exchange on which Securities of that series may be listed, or to
conform to usage.


            SECTION 2.03 Denominations; Provisions for Payment.

            The Securities shall be issuable as registered Securities and
in the denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, subject to Section 2.01(12). The Securities of a
particular series shall bear interest payable on the dates and at the rate
specified with respect to that series. Unless otherwise provided pursuant
to Section 2.01, the principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption thereof prior
to maturity, shall be payable in the coin or currency of the United States
of America that at the time is legal tender for public and private debt, at
the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, the City and State of New York which, unless
otherwise specified with respect to any series of Securities, shall be the
Corporate Trust Office of the Trustee. Each Security shall be dated the
date of its authentication. Unless otherwise provided pursuant to Section
2.01, interest on the Securities shall be computed on the basis of a
360-day year composed of twelve 30-day months.

            The interest installment on any Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the Person in whose name said
Security (or one or more Predecessor Securities) is registered at the close
of business on the regular record date for such interest installment.
Unless otherwise provided in the terms of a series of Securities, at the
option of the Company, payment of interest may be mailed by check to the
holders of the Securities of any series at their respective addresses set
forth in the Security Register. In the event that any Security of a
particular series or portion thereof is called for redemption and the
redemption date is subsequent to a regular record date with respect to any
Interest Payment Date and prior to such Interest Payment Date, interest on
such Security will be paid upon presentation and surrender of such Security
as provided in Section 3.03.

            Any interest on any Security that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for
Securities of the same series (herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered holder on the relevant
regular record date by virtue of having been such holder; and such
Defaulted Interest shall be paid by the Company, at its election, as
provided in clause (1) or clause (2) below:

            (1) The Company may make payment of any Defaulted Interest on
      Securities to the Persons in whose names such Securities (or their
      respective Predecessor Securities) are registered at the close of
      business on a special record date for the payment of such Defaulted
      Interest, which shall be fixed in the following manner: the Company
      shall notify the Trustee in writing of the amount of Defaulted
      Interest proposed to be paid on each such Security and the date of
      the proposed payment, and at the same time the Company shall deposit
      with the Trustee an amount of money equal to the aggregate amount
      proposed to be paid in respect of such Defaulted Interest or shall
      make arrangements satisfactory to the Trustee for such deposit prior
      to the date of the proposed payment, such money when deposited to be
      held in trust for the benefit of the Persons entitled to such
      Defaulted Interest as in this clause provided. Thereupon the Trustee
      shall fix a special record date for the payment of such Defaulted
      Interest which shall not be more than 15 nor less than 10 days prior
      to the date of the proposed payment and not less than 10 days after
      the receipt by the Trustee of the notice of the proposed payment. The
      Trustee shall promptly notify the Company of such special record date
      and, in the name and at the expense of the Company, shall cause
      notice of the proposed payment of such Defaulted Interest and the
      special record date therefor to be mailed, first class postage
      prepaid, to each Securityholder at his or her address as it appears
      in the Security Register (as hereinafter defined), not less than 10
      days prior to such special record date. Notice of the proposed
      payment of such Defaulted Interest and the special record date
      therefor having been mailed as aforesaid, such Defaulted Interest
      shall be paid to the Persons in whose names such Securities (or their
      respective Predecessor Securities) are registered on such special
      record date and shall be no longer payable pursuant to the following
      clause (2).

            (2) The Company may make payment of any Defaulted Interest on
      any Securities in any other lawful manner not inconsistent with the
      requirements of any securities exchange on which such Securities may
      be listed, and upon such notice as may be required by such exchange,
      if, after notice given by the Company to the Trustee of the proposed
      payment pursuant to this clause, such manner of payment shall be
      deemed practicable by the Trustee.

            Unless otherwise set forth in a Board Resolution of the Company
or one or more indentures supplemental hereto establishing the terms of any
series of Securities pursuant to Section 2.01 hereof, the term "regular
record date" as used in this Section with respect to a series of Securities
with respect to any Interest Payment Date for such series shall mean either
the fifteenth day of the month immediately preceding the month in which an
Interest Payment Date established for such series pursuant to Section 2.01
hereof shall occur, if such Interest Payment Date is the first day of a
month, or the last day of the month immediately preceding the month in
which an Interest Payment Date established for such series pursuant to
Section 2.01 hereof shall occur, if such Interest Payment Date is the
fifteenth day of a month, whether or not such date is a Business Day.

            Subject to the foregoing provisions of this Section, each
Security of a series delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Security of such series shall carry
the rights to interest accrued and unpaid, and to accrue, that were carried
by such other Security.


            SECTION 2.04 Execution and Authentication.

            Two Officers shall sign the Securities for the Company by
manual or facsimile signature.

            If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the
Security shall be valid nevertheless.

            A Security shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the
Security. The signature shall be conclusive evidence that the Security has
been authenticated under this Indenture.

            At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any
series executed by the Company to the Trustee for authentication, together
with a written order of the Company for the authentication and delivery of
such Securities, signed by two Officers, and the Trustee in accordance with
such written order shall authenticate and deliver such Securities.

            In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall
be fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate stating that the form and terms thereof have been established
in conformity with the provisions of this Indenture.

            The Trustee shall not be required to authenticate such
Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities
and this Indenture or otherwise in a manner that is not reasonably
acceptable to the Trustee.


            SECTION 2.05 Registration of Transfer and Exchange.

            (a) Securities of any series may be exchanged upon presentation
thereof at the office or agency of the Company designated for such purpose
in the Borough of Manhattan, the City and State of New York, for other
Securities of such series of authorized denominations, and for a like
aggregate principal amount, upon payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, all as provided in
this Section. In respect of any Securities so surrendered for exchange, the
Company shall execute, the Trustee shall authenticate and such office or
agency shall deliver in exchange therefor the Security or Securities of the
same series that the Securityholder making the exchange shall be entitled
to receive, bearing numbers not contemporaneously outstanding.

            (b) The Company shall keep, or cause to be kept, at its office
or agency designated for such purpose in the Borough of Manhattan, the City
and State of New York, or such other location designated by the Company a
register or registers (herein referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the
Company shall register the Securities and the transfers of Securities as in
this Article provided and which at all reasonable times shall be open for
inspection by the Trustee. Unless otherwise specified in a supplemental
indenture, the Trustee is hereby appointed as "Security Registrar" for the
purpose of registering Securities and transfer of Securities of each
series.

            Upon surrender for transfer of any Security at the office or
agency of the Company designated for such purpose, the Company shall
execute, the Trustee shall authenticate and such office or agency shall
deliver in the name of the transferee or transferees a new Security or
Securities of the same series as the Security presented for a like
aggregate principal amount.

            All Securities presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be accompanied
(if so required by the Company or the Security Registrar) by a written
instrument or instruments of transfer, in form satisfactory to the Company
or the Security Registrar, duly executed by the registered holder or by
such holder's duly authorized attorney in writing.

            (c) No service charge shall be made for any exchange or
registration of transfer of Securities, or issue of new Securities in case
of partial redemption of any series, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge in relation
thereto, other than exchanges pursuant to Section 2.06, the second
paragraph of Section 3.03 and Section 9.04 not involving any transfer.

            (d) The Company shall not be required (i) to issue, exchange or
register the transfer of any Securities during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the Outstanding Securities of the same series
and ending at the close of business on the day of such mailing, nor (ii) to
register the transfer of or exchange any Securities of any series or
portions thereof called for redemption except the unredeemed portion of any
Securities of any series being redeemed in part. The provisions of this
Section 2.05 are, with respect to any Global Security, subject to Section
2.11 hereof.


            SECTION 2.06 Temporary Securities.

            Pending the preparation of definitive Securities of any series,
the Company may execute, and the Trustee shall authenticate and deliver,
temporary Securities (printed, lithographed or typewritten) of any
authorized denomination. Such temporary Securities shall be substantially
in the form of the definitive Securities in lieu of which they are issued,
but with such omissions, insertions and variations as may be appropriate
for temporary Securities, all as may be determined by the Company. Every
temporary Security of any series shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities of such
series. Without unnecessary delay the Company will execute and will furnish
definitive Securities of such series and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor (without
charge to the holders), at the office or agency of the Company designated
for the purpose in the Borough of Manhattan, the City and State of New
York, and the Trustee shall authenticate and such office or agency shall
deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the
Company advises the Trustee to the effect that definitive Securities need
not be executed and furnished until further notice from the Company. Until
so exchanged, the temporary Securities of such series shall be entitled to
the same benefits under this Indenture as definitive Securities of such
series authenticated and delivered hereunder.

            SECTION 2.07   Mutilated, Destroyed, Lost or Stolen Securities.

            In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon the Company's request the
Trustee (subject as aforesaid) shall authenticate and deliver, a new
Security of the same series, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Security, or in
lieu of and in substitution for the Security so destroyed, lost or stolen.
In every case the applicant for a substituted Security shall furnish to the
Company and the Trustee such security or indemnity as may be required by
them to save each of them harmless, and, in every case of destruction, loss
or theft, the applicant shall also furnish to the Company and the Trustee
evidence to their satisfaction of the destruction, loss or theft of the
applicant's Security and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon the
written request or authorization of any Officer of the Company. Upon the
issuance of any substituted Security, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may
be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith. In case any Security that
has matured or is about to mature shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Security,
pay or authorize the payment of the same (without surrender thereof except
in the case of a mutilated Security) if the applicant for such payment
shall furnish to the Company and the Trustee such security or indemnity as
they may require to save them harmless, and, in case of destruction, loss
or theft, evidence to the satisfaction of the Company and the Trustee of
the destruction, loss or theft of such Security and of the ownership
thereof.

            Every replacement Security issued pursuant to the provisions of
this Section shall constitute an additional contractual obligation of the
Company whether or not the mutilated, destroyed, lost or stolen Security
shall be found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of the same series duly issued hereunder.
All Securities shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities, and shall
preclude (to the extent lawful) any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

            SECTION 2.08   Cancellation.

            All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer shall, if surrendered to
the Company or any paying agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be cancelled by it,
and no Securities shall be issued in lieu thereof except as expressly
required or permitted by any of the provisions of this Indenture. On
request of the Company at the time of such surrender, the Trustee shall
deliver to the Company canceled Securities held by the Trustee. In the
absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures and deliver a certificate of
disposition to the Company. If the Company shall otherwise acquire any of
the Securities, however, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Securities unless
and until the same are delivered to the Trustee for cancellation.


            SECTION 2.09 Benefits of Indenture.

            Nothing in this Indenture or in the Securities, express or
implied, shall give or be construed to give to any Person, other than the
parties hereto and the holders of the Securities (and, with respect to the
provisions of Article Fourteen, the holders of senior indebtedness) any
legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein contained;
all such covenants, conditions and provisions being for the sole benefit of
the parties hereto and of the holders of the Securities (and, with respect
to the provisions of Article Fourteen, the holders of senior indebtedness).


            SECTION 2.10 Authenticating Agent.

            So long as any of the Securities of any series remain
Outstanding there may be an Authenticating Agent for any or all such series
of Securities which the Trustee, with the consent of the Company, shall
have the right to appoint. Said Authenticating Agent shall be authorized to
act on behalf of the Trustee to authenticate Securities of such series
issued upon exchange, transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. All references in this Indenture to
the authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series. Each
Authenticating Agent shall be a corporation that has a combined capital and
surplus, as most recently reported or determined by it, sufficient under
the laws of any jurisdiction under which it is organized or in which it is
doing business to conduct a trust business, and that is otherwise
authorized under such laws to conduct such business and is subject to
supervision or examination by Federal or State authorities. If at any time
any Authenticating Agent shall cease to be eligible in accordance with
these provisions, it shall resign immediately.

            Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The
Trustee may at any time (and upon request by the Company shall) terminate
the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon
resignation, termination or cessation of eligibility of any Authenticating
Agent, the Trustee may appoint an eligible successor Authenticating Agent
acceptable to the Company. Any successor Authenticating Agent, upon
acceptance of its appointment hereunder, shall become vested with all the
rights, powers and duties of its predecessor hereunder as if originally
named as an Authenticating Agent pursuant hereto.


            SECTION 2.11 Global Securities.

            (a) If the Company shall establish pursuant to Section 2.01
that the Securities of a particular series are issuable as a Global
Security, then the Company shall execute and the Trustee shall, in
accordance with Section 2.04, authenticate and deliver, a Global Security
that (i) shall represent, and shall be denominated in an amount equal to
the aggregate principal amount of, such of the Outstanding Securities of
such series as shall be specified therein and that the aggregate amount of
Outstanding Securities represented thereby may from time to time be
increased or reduced to reflect exchanges, (ii) shall be registered in the
name of the Depositary or its nominee, (iii) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary's instruction and
(iv) shall bear a legend substantially to the following effect: "Except as
otherwise provided in Section 2.11 of the Indenture, this Security may be
transferred, in whole but not in part, only to another nominee of the
Depositary or to a successor Depositary or to a nominee of such successor
Depositary." Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner
and upon instructions given by such Person or Persons as shall be specified
therein or in the written request signed in the name of the Company, by two
Officers thereof to be delivered to the Trustee pursuant to Section 2.04 or
Section 2.06.

            (b) Notwithstanding the provisions of Section 2.05, the Global
Security of a series may be transferred, in whole but not in part and in
the manner provided in Section 2.05, only to another nominee of the
Depositary for such series, or to a successor Depositary for such series
selected or approved by the Company or to a nominee of such successor
Depositary.

            (c) If at any time the Depositary for a series of the
Securities notifies the Company that it is unwilling or unable to continue
as Depositary for such series or if at any time the Depositary for such
series shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depositary
for such series is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such condition, as the
case may be, this Section 2.11 shall no longer be applicable to the
Securities of such series and the Company will execute, and subject to
Section 2.05, the Trustee will authenticate and deliver the Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. In addition, the Company may at any time determine that the
Securities of any series shall no longer be represented by a Global
Security and that the provisions of this Section 2.11 shall no longer apply
to the Securities of such series. In such event the Company will execute
and subject to Section 2.05, the Trustee, upon receipt of an Officers'
Certificate evidencing such determination by the Company, will authenticate
and deliver the Securities of such series in definitive registered form
without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of such series
in exchange for such Global Security. Upon the exchange of the Global
Security for such Securities in definitive registered form without coupons,
in authorized denominations, the Global Security shall be canceled by the
Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(c) shall be
registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Securities to the Depositary for delivery to the Persons in
whose names such Securities are so registered.


                                ARTICLE III.

            REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

            SECTION 3.01   Redemption.

            The Company may redeem the Securities of any series issued
hereunder on and after the dates and in accordance with the terms
established for such series pursuant to Section 2.01 hereof.


            SECTION 3.02 Notice of Redemption.

            (a) In case the Company shall desire to exercise such right to
redeem all or, as the case may be, a portion of the Securities of any
series in accordance with the right reserved so to do, the Company shall,
or shall cause the Trustee to, give notice of such redemption to holders of
the Securities of such series to be redeemed by mailing, first class
postage prepaid, a notice of such redemption not less than 30 days and not
more than 60 days before the date fixed for redemption of that series to
such holders at their last addresses as they shall appear upon the Security
Register unless a shorter period is specified in the Securities to be
redeemed. Any notice that is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the
registered holder receives the notice. In any case, failure duly to give
such notice to the holder of any Security of any series designated for
redemption in whole or in part, or any defect in the notice, shall not
affect the validity of the proceedings for the redemption of any other
Securities of such series or any other series. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with any such restriction.

            Each such notice of redemption shall specify the date fixed for
redemption and the redemption price (or the manner of calculation thereof)
at which Securities of that series are to be redeemed, and shall state that
payment of the redemption price of such Securities to be redeemed will be
made at the office or agency of the Company in the Borough of Manhattan,
the City and State of New York, upon presentation and surrender of such
Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, that from and after said date interest
will cease to accrue and that the redemption is for a sinking fund, if such
is the case. If less than all the Securities of a series are to be
redeemed, the notice to the holders of Securities of that series to be
redeemed in whole or in part shall specify the particular Securities to be
so redeemed. In case any Security is to be redeemed in part only, the
notice that relates to such Security shall state the portion of the
principal amount thereof to be redeemed, and shall state that on and after
the redemption date, upon surrender of such Security, a new Security or
Securities of such series in principal amount equal to the unredeemed
portion thereof will be issued.

            (b) If less than all the Securities of a series are to be
redeemed, the Company shall give the Trustee at least 30 days' notice in
advance of the date fixed for redemption as to the aggregate principal
amount of Securities of the series to be redeemed, and thereupon the
Trustee shall select, by lot or in such other manner as it shall deem
appropriate and fair in its discretion and that may provide for the
selection of a portion or portions (equal to one thousand U.S. dollars
($1,000) or any integral multiple thereof) of the principal amount of such
Securities of a denomination larger than $1,000, the Securities to be
redeemed and shall thereafter promptly notify the Company in writing of the
numbers of the Securities to be redeemed, in whole or in part.

            The Company may, if and whenever it shall so elect, by delivery
of instructions signed on its behalf by any Officer, instruct the Trustee
or any paying agent to call all or any part of the Securities of a
particular series for redemption and to give notice of redemption in the
manner set forth in this Section, such notice to be in the name of the
Company or its own name as the Trustee or such paying agent may deem
advisable. In any case in which notice of redemption is to be given by the
Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent,
as the case may be, such Security Register, transfer books or other
records, or suitable copies or extracts therefrom, sufficient to enable the
Trustee or such paying agent to give any notice by mail that may be
required under the provisions of this Section.


            SECTION 3.03   Payment Upon Redemption.

            (a) If the giving of notice of redemption shall have been
completed as above provided, the Securities or portions of Securities of
the series to be redeemed specified in such notice shall become due and
payable on the date and at the place stated in such notice at the
applicable redemption price, together with interest accrued to the date
fixed for redemption and interest on such Securities or portions of
Securities shall cease to accrue on and after the date fixed for
redemption, unless the Company shall default in the payment of such
redemption price and accrued interest with respect to any such Security or
portion thereof. On presentation and surrender of such Securities on or
after the date fixed for redemption at the place of payment specified in
the notice, said Securities shall be paid and redeemed at the applicable
redemption price for such series, together with interest accrued thereon to
the date fixed for redemption (but if the date fixed for redemption is an
interest payment date, the interest installment payable on such date shall
be payable to the registered holder at the close of business on the
applicable record date pursuant to Section 2.03).

            (b) Upon presentation of any Security of such series that is to
be redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new
Security of the same series of authorized denominations in principal amount
equal to the unredeemed portion of the Security so presented.


            SECTION 3.04 Sinking Fund.

            The provisions of Sections 3.04, 3.05 and 3.06 shall be
applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 2.01 for
Securities of such series.

            The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to
as an "optional sinking fund payment." If provided for by the terms of
Securities of any series, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section 3.05. Each sinking fund
payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.


            SECTION 3.05   Satisfaction of Sinking Fund Payments with
                           Securities.

            The Company (i) may deliver Outstanding Securities of a series
(other than any Securities previously called for redemption) and (ii) may
apply as a credit Securities of a series that have been redeemed either at
the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments
pursuant to the terms of such Securities, in each case in satisfaction of
all or any part of any sinking fund payment with respect to the Securities
of such series required to be made pursuant to the terms of such Securities
as provided for by the terms of such series, provided that such Securities
have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the redemption price specified
in such Securities for redemption through operation of the sinking fund and
the amount of such sinking fund payment shall be reduced accordingly.


            SECTION 3.06 Redemption of Securities for Sinking Fund.

            Not less than 45 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of the series, the
portion thereof, if any, that is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 3.05 and the basis
for such credit and will, together with such Officers' Certificate, deliver
to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.02 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner
provided in Section 3.02. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the
manner stated in Section 3.03.


                                ARTICLE IV.

                             CERTAIN COVENANTS


            SECTION 4.01 Payment of Principal, Premium and Interest.

            The Company will duly and punctually pay or cause to be paid
the principal of and any premium and interest on the Securities of that
series at the time and place and in the manner provided herein and
established with respect to such Securities.


            SECTION 4.02 Maintenance of Office or Agency.

            So long as any series of the Securities remain Outstanding, the
Company agrees to maintain an office or agency in the Borough of Manhattan,
the City and State of New York, with respect to each such series and at
such other location or locations as may be designated as provided in this
Section 4.02, where (i) Securities of that series may be presented for
payment, (ii) Securities of that series may be presented as hereinabove
authorized for registration of transfer and exchange, and (iii) notices and
demands to or upon the Company in respect of the Securities of that series
and this Indenture may be given or served, such designation to continue
with respect to such office or agency until the Company shall, by written
notice signed by an Officer and delivered to the trustee, designate some
other office or agency for such purposes or any of them. If at any time the
Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
notices and demands may be made or served at the Corporate Trust Office of
the Trustee, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, notices and demands.


            SECTION 4.03 Paying Agents.

            (a) If the Company shall appoint one or more paying agents for
all or any series of the Securities, other than the Trustee, the Company
will cause each such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section:

            (1) that it will hold all sums held by it as such agent for the
      payment of the principal of and any premium or interest on the
      Securities of that series (whether such sums have been paid to it by
      the Company or by any other obligor of such Securities) in trust for
      the benefit of the Persons entitled thereto;

            (2) that it will give the Trustee notice of any failure by the
      Company (or by any other obligor of such Securities) to make any
      payment of the principal of and any premium or interest on the
      Securities of that series when the same shall be due and payable;

            (3) that it will, at any time during the continuance of any
      failure referred to in the preceding paragraph (a)(2) above, upon the
      written request of the Trustee, forthwith pay to the Trustee all sums
      so held in trust by such paying agent; and

            (4) that it will perform all other duties of paying agent as
      set forth in this Indenture.

            (b) If the Company shall act as its own paying agent with
respect to any series of the Securities, it will on or before each due date
of the principal of and any premium or interest on Securities of that
series, set aside, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay such principal and any
premium or interest so becoming due on Securities of that series until such
sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of such action, or any
failure (by it or any other obligor on such Securities) to take such
action. Whenever the Company shall have one or more paying agents for any
series of Securities, it will, prior to each due date of the principal of
and any premium or interest on any Securities of that series, deposit with
the paying agent a sum sufficient to pay the principal and any premium or
interest so becoming due, such sum to be held in trust for the benefit of
the Persons entitled to such principal, premium or interest, and (unless
such paying agent is the Trustee) the Company will promptly notify the
Trustee of this action or failure so to act.

            (c) Notwithstanding anything in this Section to the contrary,
(i) the agreement to hold sums in trust as provided in this Section is
subject to the provisions of Section 11.05, and (ii) the Company may at any
time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or direct any paying agent to pay,
to the Trustee all sums held in trust by the Company or such paying agent,
such sums to be held by the Trustee upon the same terms and conditions as
those upon which such sums were held by the Company or such paying agent;
and, upon such payment by any paying agent to the Trustee, such paying
agent shall be released from all further liability with respect to such
money.


            SECTION 4.04 Appointment to Fill Vacancy in Office of Trustee.

            The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section
7.10, a Trustee, so that there shall at all times be a Trustee hereunder.


            SECTION 4.05 Compliance with Consolidation Provisions.

            The Company will not, while any of the Securities remain
Outstanding, consolidate with, or merge into, or merge into itself, or sell
or convey all or substantially all of its property to any other company
unless the provisions of Article Ten hereof are complied with.


            SECTION 4.06 Statement by Officers as to Default.

            The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate signed by its principal executive officer, principal
financial officer or principal accounting officer stating whether or not to
the best knowledge of the signer thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions
of this Indenture, and if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which they may have
knowledge.


                                 ARTICLE V.

                     SECURITYHOLDERS' LISTS AND REPORTS
                       BY THE COMPANY AND THE TRUSTEE

            SECTION 5.01   Company to Furnish Trustee Names and Addresses of
                           Securityholders.

            The Company will furnish or cause to be furnished to the
Trustee (a) semiannually on January 15 and July 15, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the
holders of each series of Securities as of such regular record date,
provided that the Company shall not be obligated to furnish or cause to
furnish such list at any time that the list shall not differ in any respect
from the most recent list furnished to the Trustee by the Company and (b)
at such other times as the Trustee may request in writing within 30 days
after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such
list is furnished; provided, however, that, in either case, no such list
need be furnished for any series for which the Trustee shall be the
Security Registrar.


            SECTION 5.02  Preservation of Information; Communications
                          with Securityholders.

            (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of
the holders of Securities contained in the most recent list furnished to it
as provided in Section 5.01 and as to the names and addresses of holders of
Securities received by the Trustee in its capacity as Security Registrar
(if acting in such capacity).

            (b) The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so furnished.

            (c) Securityholders may communicate as provided in Section
312(b) of the Trust Indenture Act with other Securityholders with respect
to their rights under this Indenture or under the Securities. The Company,
the Trustee, the Security Registrar and anyone else shall have the
protection of Section 312(c) of the Trust Indenture Act.


            SECTION 5.03 Reports by the Company.

            (a) The Company covenants and agrees to file with the Trustee,
within 30 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as
the Commission may from time to time by rules and regulations prescribe)
that the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of
such sections, then to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to time by
the Commission, such of the supplementary and periodic information,
documents and reports that may be required pursuant to Section 13 of the
Exchange Act, in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules
and regulations.

            (b) The Company covenants and agrees to file with the Trustee
and the Commission, in accordance with the rules and regulations prescribed
from to time by the Commission, such additional information, documents and
reports with respect to compliance by the Company with the conditions and
covenants provided for in this Indenture as may be required from time to
time by such rules and regulations.

            (c) The Company covenants and agrees to transmit by mail, first
class postage prepaid, or reputable over-night delivery service that
provides for evidence of receipt, to the Securityholders, as their names
and addresses appear upon the Security Register, within 30 days after the
filing thereof with the Trustee, such summaries of any information,
documents and reports required to be filed by the Company pursuant to
subsections (a) and (b) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.


            SECTION 5.04 Reports by the Trustee.

            (a) On or before July 1 in each year in which any of the
Securities are Outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Securityholders, as their names and addresses
appear upon the Security Register, a brief report dated as of the preceding
May 1, if and to the extent required under Section 313(a) of the Trust
Indenture Act.

            (b)   The Trustee shall comply with Section 313(b) and 313(c)
of the Trust Indenture Act.

            (c) A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with the Company,
with each stock exchange upon which any Securities are listed (if so
listed) and also with the Commission. The Company agrees to notify the
Trustee when any Securities become listed on any stock exchange.


                                ARTICLE VI.

                REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            ON EVENT OF DEFAULT

            SECTION 6.01 Events of Default.

            (a) Whenever used herein with respect to Securities of a
particular series, "Event of Default" means any one or more of the
following events that has occurred and is continuing:

            (1) the Company defaults in the payment of any installment of
      interest upon any of the Securities of that series, as and when the
      same shall become due and payable, and continuance of such default
      for a period of 30 days; provided, however, that a valid extension of
      an interest payment period by the Company in accordance with the
      terms of any indenture supplemental hereto, shall not constitute a
      default in the payment of interest for this purpose;

            (2) the Company defaults (a) in the payment of the principal of
      (or premium, if any, on) any of the Securities of that series as and
      when the same shall become due and payable whether at maturity, upon
      redemption, by declaration or otherwise, or (b) in any payment
      required by any sinking or analogous fund established with respect to
      that series, whether or not such payment is prohibited by Article
      Fourteen and the provisions of any indenture supplemental hereto;

            (3) the Company fails to observe or perform any other of its
      covenants or agreements with respect to that series contained in this
      Indenture or otherwise established with respect to that series of
      Securities pursuant to Section 2.01 hereof (other than a covenant or
      agreement that has been expressly included in this Indenture solely
      for the benefit of one or more series of Securities other than such
      series) for a period of 60 days after the date on which written
      notice of such failure, requiring the same to be remedied and stating
      that such notice is a "Notice of Default" hereunder, shall have been
      given to the Company by the Trustee, by registered or certified mail,
      or to the Company and the Trustee by the holders of at least 25% in
      principal amount of the Securities of that series at the time
      Outstanding;

            (4) if the Securities of the series are convertible into shares
      of common stock or other securities of the Company, failure by the
      Company to deliver common stock or the other securities when the
      holder or holders of such Securities elect to convert such Securities
      into shares of common stock or other securities of the Company;

            (5) the Company pursuant to or within the meaning of any
      Bankruptcy Law (i) commences a voluntary case, (ii) consents to the
      entry of an order for relief against it in an involuntary case, (iii)
      consents to the appointment of a Custodian of it or for all or
      substantially all of its property or (iv) makes a general assignment
      for the benefit of its creditors;

            (6) a court of competent jurisdiction enters an order under any
      Bankruptcy Law that (i) is for relief against the Company in an
      involuntary case, (ii) appoints a Custodian of the Company for all or
      substantially all of their respective property, or (iii) orders the
      liquidation of the Company and the order or decree remains unstayed
      and in effect for 90 days; or

            (7) any other Event of Default provided with respect to
      Securities of that series.

            (b) In each and every such case, unless the principal of all
the Securities of that series shall have already become due and payable,
either the Trustee or the holders of not less than 25% in aggregate
principal amount of the Securities of that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given
by such Securityholders), may declare the principal (or, if the Securities
of such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of,
premium, if any, and accrued interest, if any, on all the Securities of
that series to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
notwithstanding anything contained in this Indenture or in the Securities
of that series or established with respect to that series pursuant to
Section 2.01 to the contrary.

            (c) At any time after the principal of the Securities of that
series shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the holders of a majority in aggregate
principal amount of the Securities of that series then Outstanding
hereunder, by written notice to the Company and the Trustee, may rescind
and annul such declaration and its consequences if: (i) the Company has
paid or deposited with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of that series and the
principal of (and premium, if any, on) any and all Securities of that
series that shall have become due otherwise than by acceleration (with
interest upon such principal and premium, if any, and, to the extent that
such payment is enforceable under applicable law, upon overdue installments
of interest, at the rate per annum or Yield to Maturity (in the case of
Original Issue Discount Securities) expressed in the Securities of that
series (or at the respective rates of interest or Yields to Maturity of all
the Securities, as the case may be) to the date of such payment or deposit)
and the amount payable to the Trustee under Section 7.06, and (ii) any and
all Events of Default under the Indenture with respect to such series,
other than the non-payment of principal, premium, if any, or interest on
Securities of that series that (or, if any Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in
the terms thereof) shall not have become due by their terms, shall have
been remedied or waived as provided in Section 6.06.

            No such rescission and annulment shall extend to or shall
affect any subsequent default or impair any right consequent thereon.

            (d) In case the Trustee shall have proceeded to enforce any
right with respect to Securities of that series under this Indenture and
such proceedings shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the
Company and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such proceedings had
been taken.


            SECTION 6.02  Collection of Indebtedness and Suits for
                          Enforcement by Trustee.

            (a) The Company covenants that (1) in case it shall default in
the payment of any installment of interest on any of the Securities of a
series, or any payment required by any sinking or analogous fund
established with respect to that series as and when the same shall have
become due and payable, and such default shall have continued for a period
of 30 days, or (2) in case it shall default in the payment of the principal
of (or premium, if any, on) any of the Securities of a series when the same
shall have become due and payable, whether upon maturity of the Securities
of a series or upon redemption or upon declaration or otherwise, then, upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit
of the holders of the Securities of that series, the whole amount that then
shall have been become due and payable on all such Securities for principal
(and premium, if any) or interest, or both, as the case may be, with
interest upon the overdue principal (and premium, if any) and (to the
extent that payment of such interest is enforceable under applicable law)
upon overdue installments of interest at the rate per annum expressed in
the Securities of that series; and, in addition thereto, such further
amount as shall be sufficient to cover the reasonable costs and expenses of
collection, and the amount payable to the Trustee under Section 7.06.

            (b) If the Company shall fail to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or
final decree, and may enforce any such judgment or final decree against the
Company or other obligor upon the Securities of that series and collect the
moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or other obligor upon the Securities of that
series, wherever situated.

            (c) In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement, composition or
judicial proceedings affected the Company, or its creditors or property,
the Trustee shall have power to intervene in such proceedings and take any
action therein that may be permitted by the court and shall (except as may
be otherwise provided by law) be entitled to file such proofs of claim and
other papers and documents as may be necessary or advisable in order to
have the claims of the Trustee and of the holders of Securities of such
series allowed for the entire amount due and payable by the Company under
the Indenture at the date of institution of such proceedings and for any
additional amount that may become due and payable by the Company after such
date, and to collect and receive any moneys or other property payable or
deliverable on any such claim, and to distribute the same after the
deduction of the amount payable to the Trustee under Section 7.06; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Securities of such series to make such
payments to the Trustee, and, in the event that the Trustee shall consent
to the making of such payments directly to such Securityholders, to pay to
the Trustee any amount due it under Section 7.06.

            (d) All rights of action and of asserting claims under this
Indenture, or under any of the terms established with respect to Securities
of that series, may be enforced by the Trustee without the possession of
any of such Securities, or the production thereof at any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment shall, after provision for payment to
the Trustee of any amounts due under Section 7.06, be for the ratable
benefit of the holders of the Securities of such series.

            In case of an Event of Default hereunder, the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by
this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either
at law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in the Indenture or in
aid of the exercise of any power granted in this Indenture, or to enforce
any other legal or equitable right vested in the Trustee by this Indenture
or by law.

            Nothing contained herein shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of that series or the rights of any
holder thereof or to authorize the Trustee to vote in respect of the claim
of any Securityholder in any such proceeding.


            SECTION 6.03 Application of Moneys Collected.

            Any moneys collected by the Trustee pursuant to this Article
with respect to a particular series of Securities shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such moneys on account of principal (or premium, if
any) or interest, upon presentation of the Securities of that series, and
notation thereon the payment, if only partially paid, and upon surrender
thereof if fully paid:

            FIRST:  To the payment of costs and expenses of collection and
      of all amounts payable to the Trustee under Section 7.06;

            SECOND: To the payment of all senior indebtedness of the
      Company if and to the extent required by Article Fourteen; and

            THIRD: To the payment of the amounts then due and unpaid upon
      Securities of such series for principal and any premium and interest,
      in respect of which or for the benefit of which such money has been
      collected, ratably, without preference or priority of any kind,
      according to the amounts due and payable on such Securities for
      principal and any premium and interest, respectively.


            SECTION 6.04 Limitation on Suits.

            No holder of any Security of any series shall have any right by
virtue or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with
respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless (i) such holder previously shall
have given to the Trustee written notice of an Event of Default and of the
continuance thereof with respect to the Securities of such series
specifying such Event of Default, as hereinbefore provided; (ii) the
holders of not less than 25% in aggregate principal amount of the
Securities of such series then Outstanding shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own
name as trustee hereunder; (iii) such holder or holders shall have offered
to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby; and (iv)
the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity, shall have failed to institute any such action, suit or
proceeding and (v) during such 60 day period, the holders of a majority in
principal amount of the Securities of that series do not give the Trustee a
direction inconsistent with the request.

            Notwithstanding anything contained herein to the contrary, any
other provisions of this Indenture, the right of any holder of any Security
to receive payment of the principal of and any premium and (subject to
Section 2.03) interest on such Security, as therein provided, on or after
the respective due dates expressed in such Security (or in the case of
redemption, on the redemption date), or to institute suit for the
enforcement of any such payment on or after such respective dates or
redemption date, shall not be impaired or affected without the consent of
such holder and by accepting a Security hereunder it is expressly
understood, intended and covenanted by the taker and holder of every
Security of such series with every other such taker and holder and the
Trustee, that no one or more holders of Securities of such series shall
have any right in any manner whatsoever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of
the holders of any other of such Securities, or to obtain or seek to obtain
priority over or preference to any other such holder, or to enforce any
right under this Indenture, except in the manner herein provided and for
the equal, ratable and common benefit of all holders of Securities of such
series. For the protection and enforcement of the provisions of this
Section, each and every Securityholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.


            SECTION 6.05 Rights and Remedies Cumulative; Delay or
                         Omission Not Waiver.

            (a) Except as otherwise provided in Section 2.07, all powers
and remedies given by this Article to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not
exclusive of any other powers and remedies available to the Trustee or the
holders of the Securities, by judicial proceedings or otherwise, to enforce
the performance or observance of the covenants and agreements contained in
this Indenture or otherwise established with respect to such Securities.

            (b) No delay or omission of the Trustee or of any holder of any
of the Securities to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right
or power, or shall be construed to be a waiver of any such default or on
acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article or by law to the Trustee or the
Securityholders may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Securityholders.


            SECTION 6.06 Control by Securityholders.

            The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding, determined in accordance
with Section 8.04, shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee with respect to
such series; provided, however, that such direction shall not be in
conflict with any rule of law or with this Indenture or be unduly
prejudicial to the rights of holders of Securities of such series not
consenting; and provided, further, that the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction. Prior to the taking of any action hereunder, the Trustee shall
be entitled to reasonable indemnification satisfactory to the Trustee
against all losses and expenses caused by taking or not taking such action.
Subject to the provisions of Section 7.01, the Trustee shall have the right
to decline to follow any such direction if the Trustee in good faith shall,
by a Responsible Officer or Officers of the Trustee, determine that the
proceeding so directed would involve the Trustee in personal liability. The
holders of a majority in aggregate principal amount of the Securities of
any series at the time Outstanding affected thereby, determined in
accordance with Section 8.04, may on behalf of the holders of all of the
Securities of such series waive any past default in the performance of any
of the covenants contained herein or established pursuant to Section 2.01
with respect to such series and its consequences, except a default in the
payment of the principal of or any premium or interest on, any of the
Securities of that series as and when the same shall become due by the
terms of such Securities otherwise than by acceleration (unless such
default has been cured and a sum sufficient to pay all matured installments
of interest and principal and any premium has been deposited with the
Trustee (in accordance with Section 6.01(c)). Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of
this Indenture and the Company, the Trustee and the holders of the
Securities of such series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.


            SECTION 6.07 Undertaking to Pay Costs.

            All parties to this Indenture agree, and each holder of any
Securities by such holder's acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of
this Section shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Securityholder, or group of Securityholders, holding
more than 10% in aggregate principal amount of the Outstanding Securities
of any series, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of (or premium, if any) or
interest on any Security of such series, on or after the respective due
dates expressed in such Security or established pursuant to this Indenture.


                                ARTICLE VII.

                           CONCERNING THE TRUSTEE

            SECTION 7.01 Certain Duties and Responsibilities of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a series and after the curing of all
Events of Default with respect to the Securities of that series that may
have occurred, shall undertake to perform with respect to the Securities of
such series such duties and only such duties as are specifically set forth
in this Indenture, and no implied covenants shall be read into this
Indenture against the Trustee. In case an Event of Default with respect to
the Securities of a series has occurred (that has not been cured or
waived), the Trustee shall exercise with respect to Securities of that
series such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own
affairs.

            (b) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

            (1) prior to the occurrence of an Event of Default with respect
      to the Securities of a series and after the curing or waiving of all
      such Events of Default with respect to that series that may have
      occurred:

                  (i) the duties and obligations of the Trustee shall with
            respect to the Securities of such series be determined solely
            by the express provisions of this Indenture, and the Trustee
            shall not be liable with respect to the Securities of such
            series except for the performance of such duties and
            obligations as are specifically set forth in this Indenture,
            and no implied covenants or obligations shall be read into this
            Indenture against the Trustee; and

                  (ii) in the absence of bad faith on the part of the
            Trustee, the Trustee may with respect to the Securities of such
            series conclusively rely, as to the truth of the statements and
            the correctness of the opinions expressed therein, upon any
            certificates or opinions furnished to the Trustee and
            conforming to the requirements of this Indenture; but in the
            case of any such certificates or opinions that by any provision
            hereof are specifically required to be furnished to the
            Trustee, the Trustee shall be under a duty to examine the same
            to determine whether or not they conform to the requirement of
            this Indenture;

            (2) the Trustee shall not be liable for any error of judgment
      made in good faith by a Responsible Officer or Responsible Officers
      of the Trustee, unless it shall be proved that the Trustee, was
      negligent in ascertaining the pertinent facts;

            (3) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with
      the direction of the holders of not less than a majority in principal
      amount of the Securities of any series at the time Outstanding
      (determined as provided in Section 8.04) relating to the time, method
      and place of conducting any proceeding for any remedy available to
      the Trustee, or exercising any trust or power conferred upon the
      Trustee under this Indenture with respect to the Securities of that
      series; and

            (4) None of the provisions contained in this Indenture shall
      require the Trustee to expend or risk its own funds or otherwise
      incur personal financial liability in the performance of any of its
      duties or in the exercise of any of its rights or powers, if there is
      reasonable ground for believing that the repayment of such funds or
      liability is not reasonably assured to it under the terms of this
      Indenture or adequate indemnity against such risk is not reasonably
      assured to it.


            SECTION 7.02 Certain Rights of Trustee.

            Except as otherwise provided in Section 7.01:

            (a) The Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, security or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or
parties;

            (b) Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Board Resolution or
an instrument signed in the name of the Company, by two Officers thereof
(unless other evidence in respect thereof is specifically prescribed
herein);

            (c) The Trustee may consult with counsel and the written advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted hereunder in good faith and in reliance thereon;

            (d) The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders, pursuant to the provisions of
this Indenture, unless such Securityholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby; nothing contained
herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default with respect to a series of the
Securities (that has not been cured or waived) to exercise with respect to
Securities of that series such of the rights and powers vested in it by
this Indenture, and to use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in
the conduct of his own affairs;

            (e) The Trustee shall not be liable for any action taken or
omitted to be taken by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Indenture;

            (f) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond, security, or other papers or documents, unless requested in writing
so to do by the holders of not less than a majority in principal amount of
the Outstanding Securities of the particular series affected thereby
(determined as provided in Section 8.04); provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the Trustee may
require reasonable indemnity against such costs, expenses or liabilities as
a condition to so proceeding. The reasonable expense of every such
examination shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand; and

            (g) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder.


            SECTION 7.03 Trustee Not Responsible for Recitals or Issuance
                         or Securities.

            (a) The recitals contained herein and in the Securities shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.

            (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.

            (c) The Trustee shall not be accountable for the use or
application by the Company of any of the Securities or of the proceeds of
such Securities, or for the use or application of any moneys paid over by
the Trustee in accordance with any provision of this Indenture or
established pursuant to Section 2.01, or for the use or application of any
moneys received by any paying agent other than the Trustee.


            SECTION 7.04   May Hold Securities.

            The Trustee or any paying agent or Security Registrar, in its
individual or any other capacity, may become the owner or pledgee of
Securities with the same rights it would have if it were not Trustee,
paying agent or Security Registrar.

            SECTION 7.05 Moneys Held in Trust.

            Subject to the provisions of Section 11.05, all moneys received
by the Trustee shall, until used or applied as herein provided, be held in
trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The
Trustee shall be under no liability for interest on any moneys received by
it hereunder except such as it may agree with the Company to pay thereon.


            SECTION 7.06 Compensation and Reimbursement.

            (a) The Company covenants and agrees to pay to the Trustee, and
the Trustee shall be entitled to, such compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee
of an express trust), as the Company, and the Trustee may from time to time
agree in writing, for all services rendered by it in the execution of the
trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee, and, except as otherwise
expressly provided herein, the Company will pay or reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of
this Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all Persons not regularly in its
employ) except any such expense, disbursement or advance as may arise from
its negligence or bad faith. The Company also covenants to indemnify the
Trustee (and its officers, agents, directors and employees) for, and to
hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Trustee and arising out of or in
connection with the acceptance or administration of this trust, including
the reasonable costs and expenses of defending itself against any claim of
liability in the premises.

            (b) The obligations of the Company under this Section to
compensate and indemnify the Trustee and to pay or reimburse the Trustee
for reasonable expenses, disbursements and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be
secured by a lien prior to that of the Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the holders of particular Securities. The provisions of
this Section 7.06 shall survive the resignation or removal of the Trustee
and the termination of this Indenture.


            SECTION 7.07 Reliance on Officers' Certificate.

            Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to
taking or suffering or omitting to take any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of
the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted to be
taken by it under the provisions of this Indenture upon the faith thereof.


            SECTION 7.08   Disqualification; Conflicting Interests.

            If the Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the
Trustee and the Company shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act.


            SECTION 7.09   Corporate Trustee Required; Eligibility.

            There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all times be a corporation
organized and doing business under the laws of the United States of America
or any State or Territory thereof or of the District of Columbia, or a
corporation or other Person permitted to act as trustee by the Commission,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least 50 million U.S. dollars
($50,000,000), and subject to supervision or examination by Federal, State,
Territorial, or District of Columbia authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. The Company may
not, nor may any Person directly or indirectly controlling, controlled by,
or under common control with the Company, serve as Trustee. In case at any
time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 7.10.


            SECTION 7.10 Resignation and Removal; Appointment of Successor.

            (a) The Trustee or any successor hereafter appointed, may at
any time resign with respect to the Securities of one or more series by
giving written notice thereof to the Company and by transmitting notice of
resignation by mail, first class postage prepaid, to the Securityholders of
such series, as their names and addresses appear upon the Security
Register. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee with respect to Securities of such
series by or pursuant to a Board Resolution. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after
the mailing of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a
successor trustee with respect to Securities of such series, or any
Securityholder of that series who has been a bona fide holder of a Security
or Securities for at least six months may on behalf of himself and all
others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as
it may deem proper and prescribe, appoint a successor trustee.

            (b) In case at any time any one of the following shall occur:

            (1) the Trustee shall fail to comply with the provisions of
      Section 7.08 after written request therefor by the Company or by any
      Securityholder who has been a bona fide holder of a Security or
      Securities for at least six months; or

            (2) the Trustee shall cease to be eligible in accordance with
      the provisions of Section 7.09 and shall fail to resign after written
      request therefor by the Company or by any such Securityholder; or

            (3) the Trustee shall become incapable of acting, or shall be
      adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
      proceeding, or a receiver of the Trustee or of its property shall be
      appointed or consented to, or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose
      of rehabilitation, conservation or liquidation, then, in any such
      case, the Company may remove the Trustee with respect to all
      Securities and appoint a successor trustee by or pursuant to a Board
      Resolution, or, unless the Trustee's duty to resign is stayed as
      provided herein, any Securityholder who has been a bona fide holder
      of a Security or Securities for at least six months may, on behalf of
      that holder and all others similarly situated, petition any court of
      competent jurisdiction for the removal of the Trustee and the
      appointment of a successor trustee. Such court may thereupon after
      such notice, if any, as it may deem proper and prescribe, remove the
      Trustee and appoint a successor trustee.

            (c) The holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding may at any time remove
the Trustee with respect to such series by so notifying the Trustee and the
Company and may appoint a successor Trustee for such series with the
consent of the Company.

            (d) Any resignation or removal of the Trustee and appointment
of a successor trustee with respect to the Securities of a series pursuant
to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor trustee as provided in Section
7.11.

            (e) Any successor trustee appointed pursuant to this Section
may be appointed with respect to the Securities of one or more series or
all of such series, and at any time there shall be only one Trustee with
respect to the Securities of any particular series.


            SECTION 7.11   Acceptance of Appointment By Successor.

            (a) In case of the appointment hereunder of a successor trustee
with respect to all Securities, every such successor trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring
Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the
retiring Trustee; but, on the request of the Company or the successor
trustee, such retiring Trustee shall, upon payment of its charges, execute
and deliver an instrument transferring to such successor trustee all the
rights, powers, and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor trustee all property and money held
by such retiring Trustee hereunder.

            (b) In case of the appointment hereunder of a successor trustee
with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor trustee with respect to
the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such
appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor trustee relates, (2) shall contain such
provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series as to which the retiring Trustee
is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee and that no Trustee shall
be responsible for any act or failure to act on the part of any other
Trustee hereunder; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein, such retiring Trustee shall with
respect to the Securities of that or those series to which the appointment
of such successor trustee relates have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture, and each such
successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly
assign, transfer and deliver to such successor trustee, to the extent
contemplated by such supplemental indenture, the property and money held by
such retiring Trustee hereunder with respect to the Securities of that or
those series to which the appointment of such successor trustee relates.

            (c) Upon request of any such successor trustee, the Company
shall execute any and all instruments for more fully and certainly vesting
in and confirming to such successor trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may
be.

            (d) No successor trustee shall accept its appointment unless at
the time of such acceptance such successor trustee shall be qualified and
eligible under this Article.

            (e) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Company shall transmit notice of the
succession of such trustee hereunder by mail, first class postage prepaid,
to the Securityholders, as their names and addresses appear upon the
Security Register. If the Company fails to transmit such notice within ten
days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be transmitted at the expense
of the Company.


            SECTION 7.12  Merger, Conversion, Consolidation or Succession
                          to Business.

            Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of
Section 7.08 and eligible under the provisions of Section 7.09, without the
execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding. In
case any Securities shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.


            SECTION 7.13  Preferential Collection of Claims Against the
                          Company.

            The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section
311(b) of the Trust Indenture Act. A Trustee who has resigned or been
removed shall be subject to Section 311(a) of the Trust Indenture Act to
the extent included therein.


            SECTION 7.14 Notice of Defaults.

            If a default occurs and is continuing hereunder with respect to
Securities of any series and if it is actually known to a Responsible
Officer of the Trustee, the Trustee shall mail to each holder of such
Securities notice of the default within 90 days after is occurs provided,
however, that in the case of any default of the character specified in
Section 6.01(3) with respect to Securities of such series, no such notice
to Holders shall be given until at least 30 days after the occurrence
thereof. Except in the case of a default in payment of principal of or
interest on any Security (including payments pursuant to the mandatory
redemption provisions of such Security, if any), the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is not opposed to the
interest of the holders of such Securities. For the purpose of this
Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.


                               ARTICLE VIII.

                       CONCERNING THE SECURITYHOLDERS

            SECTION 8.01 Evidence of Action by Securityholders.

            Whenever in this Indenture it is provided that the holders of a
majority or specified percentage in aggregate principal amount of the
Securities of a particular series may take any action (including the making
of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any
such action the holders of such majority or specified percentage of that
series have joined therein may be evidenced by any instrument or any number
of instruments of similar tenor executed by such holders of Securities of
that series in Person or by agent or proxy appointed in writing.

            If the Company shall solicit from the Securityholders of any
series any request, demand, authorization, direction, notice, consent,
waiver or other action, the Company may, at its option, as evidenced by an
Officers' Certificate, fix in advance a record date for such series for the
determination of Securityholders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action, but the
Company shall have no obligation to do so. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or
other action may be given before or after the record date, but only the
Securityholders of record at the close of business on the record date shall
be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of Outstanding Securities of
that series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for
that purpose the Outstanding Securities of that series shall be computed as
of the record date; provided, however, that no such authorization,
agreement or consent by such Securityholders on the record date shall be
deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record
date.


            SECTION 8.02 Proof of Execution by Securityholders.

            Subject to the provisions of Section 7.01, proof of the
execution of any instrument by a Securityholder (such proof will not
require notarization) or his agent or proxy and proof of the holding by any
Person of any of the Securities shall be sufficient if made in the
following manner:

            (a) The fact and date of the execution by any such Person of
any instrument may be proved in any reasonable manner acceptable to the
Trustee.

            (b) The ownership of Securities shall be proved by the Security
Register of such Securities or by a certificate of the Security Registrar
thereof.

            (c) The Trustee may require such additional proof of any matter
referred to in this Section as it shall deem necessary.


            SECTION 8.03  Who May be Deemed Owners.

            Prior to the due presentment for registration of transfer of
any Security, the Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the Person in whose name such Security shall
be registered upon the books of the Company as the absolute owner of such
Security (whether or not such Security shall be overdue and notwithstanding
any notice of ownership or writing thereon made by anyone other than the
Security Registrar) for the purpose of receiving payment of or on account
of the principal of, premium, if any, and (subject to Section 2.03)
interest on such Security and for all other purposes; and neither the
Company nor the Trustee nor any paying agent nor any Security Registrar
shall be affected by any notice to the contrary.


            SECTION 8.04  Certain Securities Owned by Company Disregarded.

            In determining whether the holders of the requisite aggregate
principal amount of Securities of a particular series have concurred in any
direction, consent of waiver under this Indenture, the Securities of that
series that are owned by the Company or any other obligor on the Securities
of that series or by any Person directly or indirectly controlling or
controlled by or under common control with the Company or any other obligor
on the Securities of that series shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on
any such direction, consent or waiver, only Securities of such series that
the Trustee actually knows are so owned shall be so disregarded. The
Securities so owned that have been pledged in good faith may be regarded as
Outstanding for the purposes of this Section, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case
of a dispute as to such right, any decision by the Trustee taken upon the
advice of counsel shall be full protection to the Trustee.


            SECTION 8.05  Actions Binding on Future Securityholders.

            At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the
holders of the majority or percentage in aggregate principal amount of the
Securities of a particular series specified in this Indenture in connection
with such action, any holder of a Security of that series that is shown by
the evidence to be included in the Securities the holders of which have
consented to such action may, by filing written notice with the Trustee,
and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Security. Except as aforesaid any such action taken
by the holder of any Security shall be conclusive and binding upon such
holder and upon all future holders and owners of such Security, and of any
Security issued in exchange therefor, on registration of transfer thereof
or in place thereof, irrespective of whether or not any notation in regard
thereto is made upon such Security. Any action taken by the holders of the
majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such
action shall be conclusively binding upon the Company, the Trustee and the
holders of all the Securities of that series.


                                ARTICLE IX.

                          SUPPLEMENTAL INDENTURES

            SECTION 9.01  Supplemental Indentures Without the Consent of
                          Securityholders.

            In addition to any supplemental indenture otherwise authorized
by this Indenture, the Company and the Trustee may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as then in
effect), without the consent of the Securityholders, for one or more of the
following purposes:

            (a) to cure any ambiguity, omission, defect, or inconsistency
herein or in the Securities of any series;

            (b) to comply with Article Ten;

            (c) to provide for uncertificated Securities in addition to or
in place of certificated Securities;

            (d) to add Guarantees, including Subsidiary Guarantees, with
respect to debt securities or to release Subsidiary Guarantors from
Subsidiary Guarantees in accordance with the terms of the applicable series
of Securities or to secure a series of Securities;

            (e) to add to the covenants of the Company for the benefit of
the holders of all or any series of Securities (and if such covenants are
to be for the benefit of less than all series of Securities, stating that
such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the
Company;

            (f) to add to, delete from, or revise the conditions,
limitations, and restrictions on the authorized amount, terms, or purposes
of issue, authentication, and delivery of Securities, as herein set forth;

            (g) to make any change that does not adversely affect the rights
of any Securityholder in any material respect;

            (h) to provide for the issuance of and establish the form and
terms and conditions of the Securities of any series as provided in Section
2.01, to establish the form of any certifications required to be furnished
pursuant to the terms of this Indenture or any series of Securities, or to
add to the rights of the holders of any series of Securities; or

            (i) to comply with any requirements of the Securities and
Exchange Commission in connection with qualifying, or maintaining the
qualification of, this Indenture under the Trust Indenture Act.

            The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but
the Trustee shall not be obligated to enter into any such supplemental
indenture that affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

            Any supplemental indenture authorized by the provisions of this
Section may be executed by the Company and the Trustee without the consent
of the holders of any of the Securities at the time Outstanding,
notwithstanding any of the provisions of Section 9.02.


            SECTION 9.02  Supplemental Indentures With Consent of
                          Securityholders.

            With the consent (evidenced as provided in Section 8.01) of the
holders of not less than a majority in aggregate principal amount of the
Securities of each series affected by such supplemental indenture or
indentures at the time Outstanding, the Company, when authorized by Board
Resolutions, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which shall conform to
the provisions of the Trust Indenture Act as then in effect) for the
purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner not covered by Section 9.01 the
rights of the holders of the Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the holders of each Security then Outstanding
affected thereby, (i) change the fixed maturity of any Securities of any
series, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, or reduce any premium
payable upon the redemption thereof; (ii) reduce the amount of principal of
an Original Issue Discount Security or any other Security payable upon
acceleration of the maturity thereof; (iii) change the currency in which
any Security or any premium or interest is payable; (iv) impair the right
to enforce any payment on or with respect to any Security; (v) adversely
change the right to convert or exchange, including decreasing the
conversion rate or increasing the conversion price of, such Security (if
applicable); (vi) modify the subordination provisions in a manner adverse
to the holders of such Securities; (vii) if the Securities are secured,
change the terms and conditions pursuant to which the Securities are
secured in a manner adverse to the holders of the secured Securities;
(viii) reduce the percentage in principal amount of outstanding Securities
of any series, the consent of whose holders is required for modification or
amendment of this Indenture or for waiver of compliance with certain
provisions of this Indenture or for waiver of certain defaults; (ix) reduce
the requirements contained in this Indenture for quorum or voting; (x)
change any obligations of the Company to maintain an office or agency in
the places and for the purposes required by the indentures; or (xi) modify
any of the above provisions.

            It shall not be necessary for the consent of the
Securityholders of any series affected thereby under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such consent shall approve the substance thereof.


            SECTION 9.03 Effect of Supplemental Indentures.

            Upon the execution of any supplemental indenture pursuant to
the provisions of this Article or of Section 10.01, this Indenture shall,
with respect to such series, be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities of the series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all
purposes.


            SECTION 9.04  Securities Affected by Supplemental Indentures.

            Securities of any series, affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article or of Section 10.01,
may bear a notation in form approved by the Company, provided such form
meets the requirements of any exchange upon which such series may be
listed, as to any matter provided for in such supplemental indenture. If
the Company shall so determine, new Securities of that series so modified
as to conform, in the opinion of the Trustee and the Company, to any
modification of this Indenture contained in any such supplemental indenture
may be prepared and executed by the Company, authenticated by the Trustee
and delivered in exchange for the Securities of that series then
Outstanding.


            SECTION 9.05 Execution of Supplemental Indentures.

            Upon the request of the Company, accompanied by its Board
Resolutions authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of
Securityholders required to consent thereto as aforesaid, the Trustee shall
join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee
may in its discretion but shall not be obligated to enter into such
supplemental indenture. The Trustee, subject to the provisions of Section
7.01, shall be provided an Opinion of Counsel and an Officers' Certificate
as conclusive evidence that any supplemental indenture executed pursuant to
this Article is authorized or permitted by, and conforms to, the terms of
this Article and that it is proper for the Trustee under the provisions of
this Article to join in the execution thereof; provided, however, that such
Opinion of Counsel need not be provided in connection with the execution of
a supplemental indenture that establishes the terms of a series of
Securities pursuant to Section 2.01 hereof.


            SECTION 9.06   Conformity with Trust Indenture Act.

            Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act of 1939, as
amended, in effect on such date.


                                 ARTICLE X.

                           SUCCESSOR CORPORATION

            SECTION 10.01  Company May Consolidate, Etc.

            Unless otherwise specified in a supplemental indenture hereto,
nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other
Person (whether or not affiliated with the Company) or successive
consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or other disposition of the property of the Company or
its successor or successors as an entirety, or substantially as an
entirety, to any other Person (whether or not affiliated with the Company
or its successor or successors) authorized to acquire and operate the same;
provided, however, the Company hereby covenants and agrees that, upon any
such consolidation, merger, sale, conveyance, transfer or other
disposition, the due and punctual payment of the principal of and any
premium and interest on all of the Securities of all series in accordance
with the terms of each series, according to their tenor and the due and
punctual performance and observance of all the covenants and conditions of
this Indenture with respect to each series or established with respect to
such series pursuant to Section 2.01 to be kept or performed by the Company
shall be expressly assumed, by supplemental indenture satisfactory in form
to the Trustee executed and delivered to the Trustee by the entity formed
by such consolidation, or into which the Company shall have been merged, or
by the entity which shall have acquired such property.


            SECTION 10.02 Successor Substituted.

            (a) In case of any such consolidation, merger, sale,
conveyance, transfer or other disposition and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual
payment of the principal of and any premium and interest on all of the
Securities of all series Outstanding and the due and punctual performance
of all of the covenants and conditions of this Indenture or established
with respect to each series of the Securities pursuant to Section 2.01 to
be performed by the Company with respect to each series, such successor
Person shall succeed to and be substituted for the Company with the same
effect as if it had been named as the Company herein, and thereupon the
predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.

            (b) In case of any such consolidation, merger, sale,
conveyance, transfer or other disposition such changes in phraseology and
form (but not in substance) may be made in the Securities thereafter to be
issued as may be appropriate.

            (c) Nothing contained in this Indenture or in any of the
Securities shall prevent the Company from merging into itself or acquiring
by purchase or otherwise all or any part of the property of any other
Person (whether or not affiliated with the Company).


            SECTION 10.03  Evidence of Consolidation, Etc. to Trustee.

            The Trustee, subject to the provisions of Section 7.01, shall
be provided an Opinion of Counsel and an Officers' Certificate as
conclusive evidence that any such consolidation, merger, sale, conveyance,
transfer or other disposition, and any such assumption, comply with the
provisions of this Article.


                                ARTICLE XI.

                         SATISFACTION AND DISCHARGE

            SECTION 11.01 Satisfaction and Discharge of Indenture.

            If at any time: (a) the Company shall have delivered to the
Trustee for cancellation all Securities of a series theretofore
authenticated (other than any Securities that shall have ben destroyed,
lost or stolen and that shall have been replaced or paid as provided in
Section 2.07 and Securities for whose payment money or Governmental
Obligations have theretofore been deposited in trust or segregated and held
in trust by the Company and thereupon repaid to the Company or discharged
from such trust, as provided in Section 11.05); or (b) all such Securities
of a particular series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption, and the Company shall deposit or cause to
be deposited with the Trustee as trust funds an amount of money in U.S.
dollars sufficient, or non-callable Governmental Obligations, the principal
of and interest on which when due, will be sufficient or a combination
thereof, sufficient in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all
Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal and any premium and interest due or to
become due to such date of maturity or date fixed for redemption, as the
case may be, and if the Company shall also pay or cause to be paid all
other sums payable hereunder with respect to such series by the Company
then this Indenture shall thereupon cease to be of further effect with
respect to such series except for the provisions of Sections 2.03, 2.05,
2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until the date of
maturity or redemption date, as the case may be, and Sections 7.06 and
11.05, that shall survive to such date and thereafter, and the Trustee, on
demand of the Company and at the cost and expense of the Company shall
execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.


            SECTION 11.02 Discharge of Obligations.

      If at any time all such Securities of a particular series not
heretofore delivered to the Trustee for cancellation or that have not
become due and payable as described in Section 11.01 shall have been paid
by the Company by depositing irrevocably with the Trustee as trust funds
money in U.S. dollars sufficient or an amount of non-callable Governmental
Obligations, the principal of and interest on which when due, will be
sufficient or a combination thereof, sufficient in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity
or upon redemption all such Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal and any
premium and interest due or to become due to such date of maturity or date
fixed for redemption, as the case may be, and if the Company shall also pay
or cause to be paid all other sums payable hereunder by the Company with
respect to such series, then after the date such moneys or Governmental
Obligations, as the case may be, are deposited with the Trustee the
obligations of the Company under this Indenture with respect to such series
shall cease to be of further effect except for the provisions of Sections
2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof that shall
survive until such Securities shall mature and be paid. Thereafter,
Sections 7.06 and 11.05 shall survive.


            SECTION 11.03 Deposited Moneys to be Held in Trust.

            All moneys or Governmental Obligations deposited with the
Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and
shall be available for payment as due, either directly or through any
paying agent (including the Company acting as its own paying agent), to the
holders of the particular series of Securities for the payment or
redemption of which such moneys or Governmental Obligations have been
deposited with the Trustee.


            SECTION 11.04  Payment of Moneys Held by Paying Agents.

            In connection with the satisfaction and discharge of this
Indenture all moneys or Governmental Obligations then held by any paying
agent under the provisions of this Indenture shall, upon demand of the
Company, be paid to the Trustee and thereupon such paying agent shall be
released from all further liability with respect to such moneys or
Governmental Obligations.


            SECTION 11.05 Repayment to Company.

            Any moneys or Governmental Obligations deposited with any
paying agent or the Trustee, or then held by the Company, in trust for
payment of principal of or premium or interest on the Securities of a
particular series that are not applied but remain unclaimed by the holders
of such Securities for at least two years after the date upon which the
principal of and any premium or interest on such Securities shall have
respectively become due and payable, shall be repaid to the Company on May
31 of each year or (if then held by the Company) shall be discharged from
such trust; and thereupon the paying agent and the Trustee shall be
released from all further liability with respect to such moneys or
Governmental Obligations, and the holder of any of the Securities entitled
to receive such payment shall thereafter, as an unsecured general creditor,
look only to the Company for the payment thereof.


                                ARTICLE XII.

             IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                               AND DIRECTORS

            SECTION 12.01 No Recourse.

            No recourse under or upon any obligation, covenant or agreement
of this Indenture, or of any Security, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are
solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors as such, of the Company or of any
predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in
any of the Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in
equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or director
as such, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Securities or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issuance of such Securities.


                               ARTICLE XIII.

                          MISCELLANEOUS PROVISIONS

            SECTION 13.01 Effect on Successors and Assigns.

            All the covenants, stipulations, promises and agreements in
this Indenture contained by or on behalf of the Company shall bind their
respective successors and assigns, whether so expressed or not.


            SECTION 13.02 Actions by Successor.

            Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force
and effect by the corresponding board, committee or officer of any Person
that shall at the time be the lawful sole successor of the Company.


            SECTION 13.03  Notices.

            Except as otherwise expressly provided herein any notice or
demand that by any provision of this Indenture is required or permitted to
be given or served by the Trustee or by the holders of Securities to or on
the Company may be given or served by being deposited first class postage
prepaid in a post-office letterbox addressed (until another address is
filed in writing by the Company with the Trustee), as follows: Champion
Enterprises, Inc., 2701 Cambridge Court, Suite 300, Auburn Hills, MI 48362,
Attention: John J. Collins, Jr. Any notice, election, request or demand by
the Company or any Securityholder to or upon the Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given or made in
writing at the Corporate Trust Office of the Trustee.


            SECTION 13.04 Notice to Holders of Securities; Waiver.

            Except as otherwise expressly provided herein, where this
Indenture provides for notice to holders of Securities of any event, such
notice shall be sufficiently given to holders of Securities if in writing
and mailed, first-class postage prepaid, to each holder of a Security
affected by such event, at the address of such holder as it appears in the
Security Register, not earlier than the earliest date, and not later than
the latest date, prescribed for the giving of such notice.

            In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice
to holders of Securities by mail, then such notification as shall be made
with the approval of the Trustee shall constitute sufficient notice to such
holder for every purpose hereunder. In any case where notice to holders of
Securities is given by mail, neither the failure to mail such notice, nor
any defect in any notice mailed to any particular holder of a Security
shall affect the sufficiency of such notice with respect to other holders
of Securities given as provided herein.

            Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by holders of Securities shall
be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.


            SECTION 13.05 Governing Law.

            This Indenture and each Security shall be deemed to be a
contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State.


            SECTION 13.06 Effect of Headings and Table of Contents.

            The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction
hereof.


            SECTION 13.07 Compliance Certificates and Opinions.

            (a) Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture,
the Company, shall furnish to the Trustee an Officers' Certificate stating
that all conditions precedent provided for in this Indenture relating to
the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent
have been complied with, except that in the case of any such application or
demand as to which the furnishing of such documents is specifically
required by any provision of this Indenture relating to such particular
application or demand, no additional certificate or opinion need be
furnished.

            (b) Each certificate or opinion provided for in this Indenture
and delivered to the Trustee with respect to compliance with a condition or
covenant in this Indenture shall include (1) a statement that the Person
making such certificate or opinion has read such covenant or condition; (2)
a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of
such Person, he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such
covenant or condition has been complied with; and (4) a statement as to
whether or not, in the opinion of such Person, such condition or covenant
has been complied with.

            SECTION 13.08 Payments on Business Days.

            Except as provided pursuant to Section 2.01 pursuant to a Board
Resolution, and as set forth in an Officers' Certificate, or established in
one or more indentures supplemental to this Indenture, in any case where
the date of maturity of interest or principal of any Security or the date
of redemption of any Security shall not be a Business Day, then payment of
interest or principal (and premium, if any) may be made on the next
succeeding Business Day with the same force and effect as if made on the
nominal date of maturity or redemption, and no interest shall accrue for
the period after such nominal date.


            SECTION 13.09  Conflict with Trust Indenture Act.

            If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by Section 318(c) of
the Trust Indenture Act, such imposed duties shall control.


            SECTION 13.10  Counterparts.

            This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.


            SECTION 13.11  Separability.

            In case any one or more of the provisions contained in this
Indenture or in the Securities of any series shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of
this Indenture or of such Securities, but this Indenture and such
Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.


            SECTION 13.12  Assignment.

            The Company will have the right at all times to assign any of
its rights or obligations under this Indenture to a direct or indirect
wholly-owned Subsidiary of the Company, provided that, in the event of any
such assignment, the Company, will remain liable for all such obligations.
Subject to the foregoing, the Indenture is binding upon and inures to the
benefit of the parties thereto and their respective successors and assigns.
This Indenture may not otherwise be assigned by the parties thereto.


                                ARTICLE XIV.

                        SUBORDINATION OF SECURITIES

            SECTION 14.01 Subordination Terms.

            The payment by the Company of the principal of and any premium
and interest on any series of Securities issued hereunder shall be
subordinated to the extent set forth in an indenture supplemental hereto
relating to such Securities.


            IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed all as of the day and year first above
written.

                                    CHAMPION ENTERPRISES, INC.


                                    By:
                                       ---------------------------------
                                       Name:
                                       Title:


                                    BANK ONE TRUST COMPANY, N.A.,
                                     as Trustee


                                    By:
                                       ---------------------------------
                                       Name:
                                       Title:


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 5.1 - OPINION OF SKADDEN ARPS
<TEXT>



Exhibit 5.1


              Skadden, Arps, Slate, Meagher & Flom LLP
                          Four Times Square
                      New York, New York 10036

                                                   September 13, 2000



Champion Enterprises, Inc.
2701 Cambridge Court, Suite 300
Auburn Hills, MI  48326

                        Re:  Champion Enterprises, Inc.
                             Registration Statement on Form S-3

Ladies and Gentlemen:

      We have acted as special counsel to Champion Enterprises, Inc., a
Michigan corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by the Company
with the Securities and Exchange Commission (the "Commission") on August
18, 2000 under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the issuance and sale from time to time,
pursuant to Rule 415 of the General Rules and Regulations promulgated under
the Act, of the following securities of the Company with an aggregate
initial public offering price of up to $400,000,000 or the equivalent
thereof, based on the applicable exchange rate at the time of sale, in one
or more foreign currencies, currency units or composite currencies as shall
be designated by the Company: (i) senior or subordinated debt securities,
which may be secured or unsecured, in one or more series (the "Debt
Securities"), which may be issued under the Senior Indenture (the "Senior
Indenture"), proposed to be entered into between the Company and Bank One
Trust Company, National Association, as trustee, and the Subordinated
Indenture (the "Subordinated Indenture"), proposed to be entered into
between the Company and Bank One Trust Company, National Association, as
trustee, respectively, each filed as an exhibit to the Registration
Statement (collectively, the "Indentures" and each trustee, a "Trustee");
(ii) shares of preferred stock, no par value (the "Preferred Stock"), in
one or more series, which may also be issued in the form of depositary
shares (the "Depositary Shares") evidenced by depositary receipts (the
"Receipts") pursuant to one or more depositary agreements proposed to be
entered into between the Company and a depositary to be named; (iii) shares
of common stock, $1.00 par value per share, of the Company ("Common
Stock"); (iv) warrants ("Warrants") to purchase Debt Securities, Preferred
Stock, Depositary Shares, Common Stock or other securities of the Company
as shall be designated by the Company at the time of offering issued
pursuant to one or more warrant agreements proposed to be entered into
between the Company and a warrant agent to be named; and (v) such
indeterminate amount of Debt Securities and number of shares of Preferred
Stock or Common Stock, as may be issued upon conversion, exchange or
exercise of any Debt Securities, Preferred Stock or Warrants, including
such shares of Preferred Stock or Common Stock as may be issued pursuant to
anti-dilution adjustments, in amounts, at prices and on terms to be
determined at the time of offering (the "Indeterminate Stock"). The Debt
Securities, the Preferred Stock (including the Depositary Shares), the
Receipts, the Common Stock, the Warrants, and the Indeterminate Stock are
collectively referred to herein as the "Offered Securities."

      This opinion is being delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.

      We have examined and are familiar with originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary or appropriate in
connection with this opinion, including (i) the Registration Statement
relating to the Offered Securities; and (ii) the forms of Indentures.

      In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to the opinions expressed herein which
were not independently established or verified, we have relied upon oral or
written statements and representations of officers and other
representatives of the Company and others. We have assumed that the
Indentures will be duly authorized, executed and delivered by, and will
constitute the valid and binding obligations of, the Trustees and that any
Debt Securities that may be issued will be manually signed or
countersigned, as the case may be, by duly authorized officers of the
Trustees.

      Members of our firm are admitted to the bar in the State of New York
and we do not express any opinion as to the laws of any other jurisdiction.
The Debt Securities may be issued from time to time on a delayed or
continuous basis, and this opinion is limited to the laws, including the
rules and regulations, as in effect on the date hereof.

      We have assumed that (i) the Company has duly authorized the filing
of the Registration Statement under Michigan law; (ii) prior to the
issuance of any Offered Debt Securities (as defined below), the Company
will have duly authorized the issuance of the Offered Debt Securities and
the applicable Indenture will be duly authorized, executed and delivered by
the Company under Michigan law; (iii) the choice of New York law in the
Indentures is legal and valid under the laws of other applicable
jurisdictions; (iv) the execution and delivery by the Company of the
Indentures and the performance by the Company of its obligations thereunder
will not violate or conflict with any laws of the State of Michigan and (v)
that the Company has and will have otherwise complied with all aspects of
the laws of the State of Michigan in connection with the transactions
contemplated by the Registration Statement. In addition, we have assumed
that the terms of the Offered Debt Securities will have been established so
as not to, and that the execution and delivery by the Company of, and the
performance of its obligations under, the Indentures, will not violate,
conflict with or constitute a default under (i) any agreement or instrument
to which the Company or its properties is subject, (ii) any law, rule or
regulation to which the Company is subject (except that we do not make the
assumption set forth in this clause (ii) with respect to those laws, rules
and regulations of the States of New York and of the United States of
America, in each case, that, in our experience, are normally applicable to
transactions of the type contemplated by the Registration Statement, but
without our having made any special investigation with respect to any other
laws, rules or regulations), (iii) any judicial or regulatory order or
decree of any governmental authority or (iv) any consent, approval,
license, authorization or validation of, or filing, recording or
registration with any governmental authority.

      Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that with respect to any series of Debt Securities (the "Offered
Debt Securities"), when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments), has become effective
under the Act and the applicable Indenture has been qualified under the
Trust Indenture Act of 1939, as amended; (ii) an appropriate prospectus
supplement or term sheet with respect to the Offered Debt Securities has
been prepared, delivered and filed in compliance with the Act and the
applicable rules and regulations thereunder; (iii) if the Offered Debt
Securities are to be sold pursuant to a firm commitment underwritten
offering, an underwriting agreement with respect to the Offered Debt
Securities has been duly authorized, executed and delivered by the Company
and the other parties thereto; (iv) the terms of the Offered Debt
Securities and of their issuance and sale have been duly established in
conformity with the applicable Indenture so as not to violate any
applicable law, the Articles of Incorporation or By-laws of the Company or
result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the
Company; and (v) the Offered Debt Securities have been duly executed and
authenticated in accordance with the provisions of the applicable Indenture
and duly delivered to the purchasers thereof upon payment of the
agreed-upon consideration therefor, the Offered Debt Securities (including
any Debt Securities duly issued upon exercise of any Warrants), when issued
and sold in accordance with the applicable Indenture and the applicable
underwriting agreement, if any, or any other duly authorized, executed and
delivered valid and binding purchase or agency agreement, will be valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except to the extent that
enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally, (b) general
principles of equity (regardless of whether enforceability is considered in
a proceeding at law or in equity), (c) public policy considerations which
may limit the rights of parties to obtain further remedies, (d)
requirements that a claim with respect to any Offered Debt Securities
denominated other than in United States dollars (or a judgment denominated
other than in United States dollars in respect of such claim) be converted
into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law, and (e) governmental authority to
limit, delay or prohibit the making of payments outside the United States
or in foreign currencies, currency units or composite currencies.

            Dykema Gossett PLLC is permitted to rely upon this opinion for
the purpose of delivering its opinion to the Company in its capacity as
counsel to the Company in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act. We hereby consent to the filing
of this opinion with the Commission as an exhibit to the Registration
Statement. We also hereby consent to the use of our name under the heading
"Legal Matters" in the prospectus which forms a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is expressed as of the date hereof unless
otherwise expressly stated, and we disclaim any undertaking to advise you
of any subsequent changes in the facts stated or assumed herein or of any
subsequent changes in applicable law.

                                 Very truly yours,

                                 /s/ Skadden, Arps, Slate, Meagher & Flom LLP




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EXHIBIT 5.2 - OPINION OF DYKEMA GOSSETT
<TEXT>


Exhibit 5.2


                                            September 13, 2000


Champion Enterprises, Inc.
2701 Cambridge Court, Suite 300
Auburn Hills, MI  48326

      Re:   Registration Statement on S-3

Ladies and Gentlemen:

      We have acted as counsel for Champion Enterprises, Inc., a Michigan
corporation (the "Company") and each of the subsidiaries of the Company
listed on Exhibit A (each a "Subsidiary Guarantor" and, together with the
Company, the "Issuers") in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), of a Registration statement
on Form S-3 (File No. 333-44170) (the "Registration Statement") relating to
(i) shares of the Company's common stock, $1.00 par value (the "Common
Stock"); (ii) shares of the Company's preferred stock, no par value (the
"Preferred Stock"); (iii) unsecured debt securities, in one or more series,
consisting of notes, debentures or other evidences of indebtedness (the
"Debt Securities"); and (iv) warrants to purchase Common Stock or Preferred
Stock (the "Warrants," and together with the Common Stock, the Preferred
Stock and the Debt Securities, the "Securities"), to be issued from time to
time pursuant to Rule 415 under the Act for an aggregate initial offering
price not to exceed $400,000,000.

      We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such of the Issuers' records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below. In our
examination, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as copies and the authenticity of the originals of such
copies. In examining documents executed by parties other than the Issuers,
we have assumed that such parties had the power, corporate or other, to
enter in to and perform all obligations thereunder and have also assumed
the due authorization by all requisite action, corporation or other, and
execution and delivery by such parties of such documents and the validity
and binding effect thereof. As to any facts material to the opinions
expressed below which we did not independently establish or verify, we have
relied upon oral or written statements and representations of officers or
other representatives of the Issuers.

      In connection with the opinions expressed below, we have also assumed
that (i) the Registration Statement, and any amendments thereto (including
post-effective amendments), will have become effective under the Act; (ii)
a Prospectus Supplement will have been prepared and filed with the
Commission describing the terms of each particular issue of Securities
offered and the terms of the offering thereof; (iii) all Securities will be
issued and sold in compliance with applicable federal and state securities
laws in the manner stated in the Registration Statement and the applicable
Prospectus Supplement; (iv) the indenture or indentures pursuant to which
the Debt Securities are issued will be duly qualified under the Trust
Indenture Act of 1939, as amended, will be in the applicable proposed form
of indenture filed as an exhibit to the Registration Statement (the
"Indenture") and will have been duly authorized, executed and delivered by
the Issuers and the trustee; (v) the warrant agreement pursuant to which
the Warrants are issued will have been duly authorized, executed and
delivered by the Issuers and the warrant agent; (vi) any Securities
issuable upon conversion, exchange or exercise of any other Security being
offered will have been duly authorized, created and, if appropriate,
reserved for issuance upon such conversion, exchange or exercise; and (vii)
a definitive purchase, underwriting or similar agreement with respect to
any Securities offered will have been duly authorized and validly executed
and delivered by the Company and the other parties thereto.

      Based upon the foregoing, we are of the opinion that:

      1.    The Company is duly organized, validly existing and in good
            standing under the laws of Michigan.

      2.    When, as and if (i) the Registration Statement shall have
            become effective pursuant to the Act, (ii) the appropriate
            corporate action has been taken by the Company to authorize the
            issuance of the Common Stock and fix or otherwise determine the
            consideration to be received for such Common Stock, (iii) any
            legally required consents, approvals, authorizations and other
            orders of the Commission and other regulatory authorities are
            obtained, (iv) such Common Stock with terms so fixed shall have
            been duly issued and delivered by the Company against payment
            therefor in accordance with such corporate action, and (v)
            certificates evidencing shares of the Common Stock have been
            duly executed by the duly authorized officers of the Company in
            accordance with applicable law, then, upon the happening of
            such events, such Common Stock will be validly issued, fully
            paid and nonassessable.

      3.    When, as and if (i) the Registration Statement shall have
            become effective pursuant to the Act, (ii) the appropriate
            corporate action has been taken by the Company to authorize the
            issuance of the Preferred Stock and fix or otherwise determine
            the consideration to be received for such Preferred Stock,
            (iii) any legally required consents, approvals, authorizations
            and other orders of the Commission and other regulatory
            authorities are obtained, (iv) such Preferred Stock with terms
            so fixed shall have been duly issued and delivered by the
            Company against payment therefor in accordance with such
            corporate action, and (v) certificates evidencing shares of the
            Preferred Stock have been duly executed by the duly authorized
            officers of the Company in accordance with applicable law,
            then, upon the happening of such events, such Preferred Stock
            will be validly issued, fully paid and nonassessable.

      4.    When, as and if (i) the Registration Statement shall have
            become effective pursuant to the Act, (ii) the appropriate
            corporate action has been taken by the Company and the warrant
            agent to authorize the form, terms, execution and delivery of
            the applicable warrant agreement and the terms of any Warrants,
            (iii) such Warrants shall have been issued in the form and
            containing the terms described in the Registration Statement,
            the applicable warrant agreement and such corporate action, and
            (iv) any legally required consents, approvals, authorizations
            and other orders of the Commission and other regulatory
            authorities are obtained, then, upon the happening of such
            events, such Warrants will be validly issued.

      5.    When, as and if (i) the Registration Statement shall have
            become effective pursuant to the Act, (ii) the appropriate
            corporate action has been taken by the Company to authorize the
            form, terms, execution and delivery of the applicable Indenture
            and the terms of any series of Debt Securities, (iii) such
            series of Debt Securities shall have been issued in the form
            and containing the terms described in the Registration
            Statement, the applicable Indenture and such corporate action,
            (iv) any legally required consents, approvals, authorizations
            and other orders of the Commission and other regulatory
            authorities are obtained, and (v) such series of Debt
            Securities have been authenticated by the trustee named in the
            applicable Indenture, then, upon the happening of such events,
            such Debt Securities will be binding obligations of the
            Company, enforceable against the Company in accordance with
            their terms.

      The opinion set forth in numbered paragraph 5 is subject to the
qualification that enforceability may be limited by (i) applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or
similar laws of general applicability relating to or affecting the
enforcement of creditors' rights, (ii) general principles of equity
(regardless of whether enforceability is considered in a proceeding in
equity or at law), and (iii) governmental authority to limit, delay or
prohibit the making of payments outside the Unites States or in a foreign
currency or currency unit.

      We are members of the bar of the State of Michigan. We do not purport
to be experts in and do not express any opinion on, any laws other than the
law of the State of Michigan and the federal law of the United States of
America.

      We hereby consent to the use of this opinion as Exhibit 5.2 of the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus. In giving such consent, we do not
concede that we are experts within the meaning of the Act or the rules or
regulations thereunder or that this consent is required by Section 7 of the
Act.

                                            Very truly yours,


                                            DYKEMA GOSSETT PLLC






                                 EXHIBIT A

                                Subsidiaries


A-1 Homes Group, Inc., a Michigan corporation
Accent Mobil Homes, Inc., a North Carolina corporation
Alpine Homes, Inc., a Colorado corporation
American Transport, Inc., a Nevada corporation
Art Richter Insurance, Inc., a Kentucky corporation
Auburn Champ, Inc., a Michigan corporation
Bryan Mobile Homes, Inc., a Texas corporation
Builders Credit Corporation, a Michigan corporation
CAC Funding Corporation, a Michigan corporation
Cal-Nel, Inc., a Texas corporation
Care Free Homes, Inc., a Michigan corporation
Central Mississippi Manufactured Housing, Inc., a Mississippi corporation
Champion Financial Corporation, a Michigan corporation
Champion GP, Inc., a Michigan corporation
Champion Home Builders Co., a Michigan corporation
Champion Home Communities, Inc., a Michigan corporation
Champion Motor Coach, Inc., a Michigan corporation
Champion Retail, Inc., a Michigan corporation
Chandeleur Homes, Inc., a Michigan corporation
CHI, Inc., an Oklahoma corporation
Cliff Ave. Investments, Inc., a South Dakota corporation
Colonial Housing, Inc., a Texas corporation
Country Estates Homes, Inc., an Oklahoma corporation
Countryside Homes, Inc., a North Dakota corporation
Crest Ridge Homes, Inc., a Michigan corporation
Crestpointe Financial Services, Inc., a Delaware corporation
Dutch Housing, Inc., a Michigan corporation
Factory Homes Outlet, Inc., an Idaho corporation
Fleming County Industries, Inc., a Kentucky corporation
Gateway Acceptance Corp., a South Dakota corporation
Gateway Mobile & Modular Homes, Inc., a Nebraska corporation
Gateway Properties Corp., a South Dakota corporation
Gem Homes, Inc., a Delaware corporation
Genesis Home Centers, Limited Partnership, a Michigan limited partnership
Grand Manor, Inc., a Michigan corporation
Heartland Homes, Inc., a Texas corporation
HomePride Finance Corp., a Michigan corporation
Homes America, Inc., a Michigan corporation
Homes America Finance, Inc., a Nevada corporation
Homes America of Arizona, Inc., an Arizona corporation
Homes America of California, Inc., a California corporation
Homes America of Oklahoma, Inc., an Oklahoma corporation
Homes America of Phoenix, LLC, a Michigan limited liability company
Homes America of Utah, Inc., a Utah corporation
Homes America of Wyoming, Inc., a Wyoming corporation
Homes of Legend, Inc., a Michigan corporation
Homes of Merit, Inc., a Florida corporation
I.D.A., Inc., an Oklahoma corporation
Imperial Housing, Inc., a Texas corporation
Investment Housing, Inc., a Texas corporation
Iseman Corp., a South Dakota corporation
Jasper Mobile Homes, Inc., a Texas corporation
Lake Country Living, Inc., a Texas corporation
Lamplighter Homes, Inc., a Washington corporation
Lamplighter Homes (Oregon), Inc., an Oregon corporation
M&J Southwest Development Corp., a Texas corporation
Manufactured Housing of Louisiana, Inc., a Michigan corporation
Mobile Factory Outlet, Inc., a Texas corporation
Moduline International, Inc., a Washington corporation
Northstar Corporation, a South Dakota corporation
Philadelphia Housing Center, Inc., a Mississippi corporation
Prairie Ridge, Inc., a Kansas corporation
Premier Housing, Inc., a Texas corporation
Redman Business Trust, a Delaware
Redman Homes Management Company, Inc., a Delaware corporation
Redman Homes, Inc., a Delaware corporation
Redman Industries, Inc., a Delaware corporation
Redman Investment, Inc., a Delaware corporation
Redman Management Services Business Trust, a Delaware business trust
Redman Retail, Inc., a Delaware corporation
Regency Supply Company, Inc., a Delaware corporation
San Jose Advantage Homes, Inc., a California corporation
Service Contract Corporation, a Michigan corporation
Southern Showcase Finance, Inc., a Michigan corporation
Southern Showcase Housing, Inc., a North Carolina corporation
Star Fleet, Inc., an Indiana corporation
The Okahumpka Corporation, a Florida corporation
Thomas Homes of Austin, Inc., a Texas corporation
Thomas Homes of Buda, Inc., a Texas corporation
Thomas Homes of Texas, Inc., a Texas corporation
Tom Terry Enterprises, Inc., a Nevada corporation
Trading Post Mobile Homes, Inc., a Kentucky corporation
U.S.A. Mobile Homes, Inc., an Oregon corporation
Victory Investment Company, an Oklahoma corporation
Vidor Mobile Home Center, Inc., a Texas corporation
Western Homes Corporation, a Delaware corporation
Whitworth Management, Inc., a Nevada corporation
Wright's Mobile Homes, Inc., a Texas corporation





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>EXHIBIT 25.1 - FORM T-1
<TEXT>


                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                  FORM T-1

                          STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939
               OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

              CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
               OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) __


                BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
            (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

 A NATIONAL BANKING ASSOCIATION                          31-0838515
                                                      (I.R.S. EMPLOYER
                                                    IDENTIFICATION NUMBER)


    100 EAST BROAD STREET, COLUMBUS, OHIO                  43271-0181
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)


                BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
                      1 BANK ONE PLAZA, SUITE IL1-0126
                        CHICAGO, ILLINOIS 60670-0126
           ATTN: SANDRA L. CARUBA, VICE PRESIDENT, (312) 336-9436
         (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)


                         CHAMPION ENTERPRISES, INC.
            (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)


              MICHIGAN                                     38-2743168
   (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
EMPLOYER INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)


    2701 CAMBRIDGE COURT, SUITE 300
      AUBURN HILLS, MICHIGAN                                  48326
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)


                              DEBT SECURITIES
                      (TITLE OF INDENTURE SECURITIES)


ITEM 1.     GENERAL INFORMATION.  FURNISH THE FOLLOWING
            INFORMATION AS TO THE TRUSTEE:

            (A)   NAME AND ADDRESS OF EACH EXAMINING OR
            SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

            Comptroller of Currency, Washington, D.C.;
            Federal Deposit Insurance Corporation,
            Washington, D.C.; The Board of Governors of
            the Federal Reserve System, Washington D.C.

            (B)   WHETHER IT IS AUTHORIZED TO EXERCISE
            CORPORATE TRUST POWERS.

            The trustee is authorized to exercise corporate trust powers.

ITEM 2.     AFFILIATIONS WITH THE OBLIGOR.  IF THE OBLIGOR
            IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
            SUCH AFFILIATION.

            No such affiliation exists with the trustee.


ITEM 16.    LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART
            OF THIS STATEMENT OF ELIGIBILITY.

            1. A copy of the articles of association of the
               trustee now in effect.*

            2. A copy of the certificate of authority of the
               trustee to commence business.*

            3. A copy of the authorization of the trustee to
               exercise corporate trust powers.*

            4. A copy of the existing by-laws of the trustee.*

            5. Not Applicable.

            6. The consent of the trustee required by
               Section 321(b) of the Act.

            7. A copy of the latest report of condition of the
               trustee published pursuant to law or the
               requirements of its supervising or examining
               authority.

            8. Not Applicable.

            9. Not Applicable.


      Pursuant to the requirements of the Trust Indenture Act of 1939, as
      amended, the trustee, Bank One Trust Company, National Association, a
      national banking association organized and existing under the laws of
      the United States of America, has duly caused this Statement of
      Eligibility to be signed on its behalf by the undersigned, thereunto
      duly authorized, all in the City of Chicago and State of Illinois, on
      the 31st day of August, 2000.


               BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
               TRUSTEE

               BY  /S/ SANDRA L. CARUBA
                  ----------------------
                  SANDRA L. CARUBA
                  VICE PRESIDENT


*EXHIBITS 1, 2, 3, AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF BANK ONE TRUST
COMPANY, NATIONAL ASSOCIATION, FILED AS EXHIBIT 25 TO THE REGISTRATION
STATEMENT ON FORM S-4 OF U S WEST COMMUNICATIONS, INC., FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2000 (REGISTRATION NO.
333-32124).



                                 EXHIBIT 6



                    THE CONSENT OF THE TRUSTEE REQUIRED
                        BY SECTION 321(b) OF THE ACT


                                                                August 31, 2000



Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between Champion
Enterprises, Inc. and Bank One Trust Company, National Association, as
Trustee, the undersigned, in accordance with Section 321(b) of the Trust
Indenture Act of 1939, as amended, hereby consents that the reports of
examinations of the undersigned, made by Federal or State authorities
authorized to make such examinations, may be furnished by such authorities
to the Securities and Exchange Commission upon its request therefor.


                                    Very truly yours,

                                    BANK ONE TRUST COMPANY, NATIONAL
                                    ASSOCIATION



                                    BY: /S/SANDRA L. CARUBA
                                    -----------------------
                                    SANDRA L. CARUBA
                                    VICE PRESIDENT



                                 EXHIBIT 7

Legal Title of Bank:   Bank One Trust Company, N.A.   Call Date: 03/31/00
State #:               391581                         FFIEC 032
Address:               100 Broad Street               Vendor ID:  D
Cert #:                21377
City, State  Zip:      Columbus, OH 43271             Transit #:  04400003

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2000

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

<TABLE>
<CAPTION>

SCHEDULE RC--BALANCE SHEET


                                    DOLLAR AMOUNTS IN THOUSANDS C300
                                                                ----

ASSETS
1. Cash and balances due from depository institutions (from Schedule
   RC-A):                                                                        RCON
                                                                                 ----
   <S>                                                                           <C>     <C>        <C>
   a. Noninterest-bearing balances and currency and coin(1)...........           0081    48,450     1.a
   b. Interest-bearing balances(2)....................................           0071    17,750     1.b
2. Securities
   a. Held-to-maturity securities(from Schedule RC-B, column A).......           1754        0      2.a
   b. Available-for-sale securities (from Schedule RC-B, column D)....           1773    5,714      2.b
3. Federal funds sold and securities purchased under agreements to               1350    396,644    3.
   resell
4. Loans and lease financing receivables:                                        RCON
                                                                                 ----
   a. Loans and leases, net of unearned income (from Schedule RC-C)...           2122    87,817     4.a
   b. LESS: Allowance for loan and lease losses.......................           3123       10      4.b
   c. LESS: Allocated transfer risk reserve...........................           3128        0      4.c
   d. Loans and leases, net of unearned income, allowance, and
      reserve (item 4.a minus 4.b and 4.c)............................           RCON
                                                                                 ----
5.    Trading assets (from Schedule RD-D).............................           2125    87,807     4.d
6.    Premises and fixed assets (including capitalized leases)........           3545        0      5.
7.    Other real estate owned (from Schedule RC-M)....................           2145    25,200     6.
8.    Investments in unconsolidated subsidiaries and associated                  2150        0      7.
      companies (from Schedule RC-M)..................................           2130        0      8.
9.    Customers' liability to this bank on acceptances outstanding....
10.   Intangible assets (from Schedule RC-M)..........................           2155        0      9.
11.   Other assets (from Schedule RC-F)...............................           2143     26,345    10.
12.   Total assets (sum of items 1 through 11)........................           2160     176,297   11.
                                                                                 2170     784,207   12.

(1)  Includes cash items in process of collection and unposted debits.
(2)  Includes time certificates of deposit not held for trading.

LIABILITIES
13.   Deposits:
   a. In domestic offices (sum of totals of columns A and C                      RCON
                                                                                 ----
      from Schedule RC-E, part 1).....................................           2200     567,764   13.a
      (1) Noninterest-bearing(1)......................................           6631     506,455   13.a1
      (2)   Interest-bearing..........................................           6636      61,309   13.a2
   b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
      Schedule RC-E, part II)
      (1) Noninterest bearing.........................................
      (2) Interest-bearing............................................
14.   Federal funds purchased and securities sold under agreements
      to repurchase:                                                             RCFD 2800     0    14
15.a. Demand notes issued to the U.S. Treasury........................           RCON 2840     0    15.a
   b. Trading Liabilities (from Sechedule RC-D).......................           RCFD 3548     0    15.b

16.   Other borrowed money:                                                      RCON
                                                                                 ----
   a. With original maturity of one year or less......................           2332          0    16.a
   b. With original  maturity of more than one year                              A547          0    16.b
   c. With original maturity of more than three years.................           A548          0    16.c

17.   Not applicable..................................................
18.   Bank's liability on acceptance executed and outstanding.........           2920          0    18.
19.   Subordinated notes and debentures...............................           3200          0    19.
20.   Other liabilities (from Schedule RC-G)..........................           2930      83,885   20.
21.   Total liabilities (sum of items 13 through 20)..................           2948     651,649   21.
22.   Not applicable
EQUITY CAPITAL
23.   Perpetual preferred stock and related surplus...................           3838          0    23.
24.   Common stock....................................................           3230        800    24.
25.   Surplus (exclude all surplus related to preferred stock)........           3839      45,157   25.
26.a. Undivided profits and capital reserves                                     3632      86,585   26.a
   b. Net unrealized holding gains (losses) on available-for-sale
       securities.....................................................           8434         16    26.b
   c. Accumulated net gains (losses) on cash flow hedges..............           4336          0    26.c
27.   Cumulative foreign currency translation adjustments.............
28.   Total equity capital (sum of items 23 through 27)...............           3210     132,558   28.
29.   Total liabilities, limited-life preferred stock, and equity
      capital (sum of items 21, 22, and 28)...........................           3300     784,207   29.

(1) Includes total demand  deposits and  noninterest-bearing  time and savings
    deposits.
</TABLE>


Memorandum

To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of             _______
   the statement below that best describes the most           |     |
   comprehensive level of auditing work performed             | N/A |
   for the bank by independent external auditors as of        _______
   any date during 1996...............................  RCFD 6724  Number  M.1.


1 = Independent audit of the bank         4.= Directors' examination of the
    conducted in accordance with              bank performed by other external
    generally accepted auditing               auditors(may be required by state
    accounting firm standards by              chartering authority)
    a certified public which submits a
    report on the bank

2 = Independent audit of the bank's       5 = Review of the bank's financial
    parent holding company conducted          statements by external auditors
    in accordance with generally
    accepted auditing standards by        6 = Compilation of the bank's
    a certified public accounting             financial statements by
    firm which submits a report on            external auditors
    the consolidated holding company      7 = Other audit procedures
    (but not on the bank separately)          (excluding tax preparation work)
                                          8 = No external audit work
3 = Directors' examination of the bank
    conducted in accordance with generally
    accepted auditing standards by a
    certified public accounting firm
    (may be required by state
     chartering authority)



</TEXT>
</DOCUMENT>
</SUBMISSION>
