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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950124-00-007716.txt : 20010101
<SEC-HEADER>0000950124-00-007716.hdr.sgml : 20010101
ACCESSION NUMBER:		0000950124-00-007716
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20001229
EFFECTIVENESS DATE:		20001229

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHAMPION ENTERPRISES INC
		CENTRAL INDEX KEY:			0000814068
		STANDARD INDUSTRIAL CLASSIFICATION:	MOBILE HOMES [2451]
		IRS NUMBER:				382743168
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1225

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-52904
		FILM NUMBER:		797767

	BUSINESS ADDRESS:	
		STREET 1:		2701 UNIVERSITY DR
		STREET 2:		STE 300
		CITY:			AUBURN HILLS
		STATE:			MI
		ZIP:			48326
		BUSINESS PHONE:		2483409090

	MAIL ADDRESS:	
		STREET 1:		2701 UNIVERSITY DRIVE
		STREET 2:		STE 300
		CITY:			AUBURN HILLS
		STATE:			MI
		ZIP:			48326
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>k59274as-8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>   1


    As filed with the Securities and Exchange Commission on December 28, 2000

                                                           Registration No. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           CHAMPION ENTERPRISES, INC.
             (Exact Name of Registrant as Specified in Its Charter)


          Michigan                                               38-2743168
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)


           2701 Cambridge Ct., Suite 300, Auburn Hills, Michigan 48326
      (Address of Principal Executive Offices)              (Zip Code)

                      1995 Stock Option and Incentive Plan
                            (Full Title of the Plan)

                           John J. Collins, Jr., Esq.
              Senior Vice President, General Counsel and Secretary
                           Champion Enterprises, Inc.
                          2701 Cambridge Ct., Suite 300
                          Auburn Hills, Michigan 48326
                     (Name and Address of Agent for Service)

   Telephone Number, Including Area Code, of Agent for Service: (248) 340-9090

                                    Copy to:
                               D. Richard McDonald
                               Dykema Gossett PLLC
                        39577 Woodward Avenue, Suite 300
                        Bloomfield Hills, Michigan 48304

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                                   Proposed Maximum       Proposed Maximum
  Title of Securities         Amount To Be        Offering Price Per     Aggregate Offering          Amount of
    to be Registered           Registered               Share*                 Price*             Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>                    <C>                    <C>
     Common Stock,             1,750,000                $2.53               $4,427,500             $1,106.88
    $1.00 par value
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

*Estimated solely for purposes of computing the Registration Fee, at $2.53 per
share, the average price for shares of the Common Stock on December 21, 2000, as
reported on the New York Stock Exchange, pursuant to Rule 457(h).



<PAGE>   2


         The contents of the Form S-8 Registration Statements, registration nos.
33-58973 and 333-62427, previously filed by Champion Enterprises, Inc. (the
"Registrant") are incorporated herein by reference.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

         The following exhibits are filed as part of this Registration
Statement:

<TABLE>
<S>                 <C>
       4.1          Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed as Exhibit 10.1 to the
                    Registrant's Registration Statement on Form S-8 dated May 1, 1995 and incorporated herein by
                    reference.

       4.2          First Amendment to the Champion Enterprises, Inc., 1995 Stock Option and Incentive Plan, filed
                    as Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
                    December 30, 1995 and incorporated herein by reference.

       4.3          Second Amendment to the Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed
                    as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
                    January 2, 1999 and incorporated herein by reference.

       4.4          Third Amendment to the Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed
                    as Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
                    January 2, 1999 and incorporated herein by reference.

       4.5          Fourth Amendment to the Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed
                    as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended April
                    3, 1999 and incorporated herein by reference.

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

       23.1         Consent of PricewaterhouseCoopers LLP

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

        24          Power of Attorney (see "Signatures")

</TABLE>



<PAGE>   3


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Auburn Hills, State of Michigan on December 28, 2000.

                                  CHAMPION ENTERPRISES, INC.


                                  By:      /s/ WALTER R. YOUNG
                                      ------------------------------------------
                                           Walter R. Young
                                           Chairman of the Board of Directors
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

         Each of the undersigned whose signature appears below hereby
constitutes and appoints Walter R. Young and John J. Collins, Jr. and each of
them acting alone, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, under the Securities Act of 1933.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 28, 2000.


<TABLE>
<CAPTION>

                                                       Title
<S>                                                    <C>
/s/ WALTER R. YOUNG                                    Chairman of the Board of Directors, President and Chief
- ------------------------------------------------------ Executive Officer (Principal Executive Officer)
Walter R. Young


/s/ ANTHONY S. CLEBERG                                 Executive Vice President and Chief Financial Officer
- ------------------------------------------------------ (Principal Financial Officer)
Anthony S. Cleberg



/s/ RICHARD HEVELHORST                                 Vice President and Controller
- ------------------------------------------------------ (Principal Accounting Officer)
Richard Hevelhorst


/s/ ROBERT W. ANESTIS                                  Director
- ------------------------------------------------------
Robert W. Anestis


/s/ SELWYN ISAKOW                                      Director
- ------------------------------------------------------
Selwyn Isakow
</TABLE>
<PAGE>   4


<TABLE>
<S>                                                    <C>
/s/ ELLEN R. LEVINE                                    Director
- ------------------------------------------------------
Ellen R. Levine


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


/s/ GEORGE R. MRKONIC                                  Director
- ------------------------------------------------------
George R. Mrkonic


/s/ CARL L. VALDISERRI                                 Director
- ------------------------------------------------------
Carl L. Valdiserri
</TABLE>


<PAGE>   5


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
      Exhibit
      Number                                             Description

<S>                 <C>
       4.1          Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed as Exhibit 10.1 to the
                    Registrant's Registration Statement on Form S-8 dated May 1, 1995 and incorporated herein by
                    reference.

       4.2          First Amendment to the Champion Enterprises, Inc., 1995 Stock Option and Incentive Plan, filed
                    as Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
                    December 30, 1995 and incorporated herein by reference.

       4.3          Second Amendment to the Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed
                    as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
                    January 2, 1999 and incorporated herein by reference.

       4.4          Third Amendment to the Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed
                    as Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
                    January 2, 1999 and incorporated herein by reference.

       4.5          Fourth Amendment to the Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed
                    as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended April
                    3, 1999 and incorporated herein by reference.

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

       23.1         Consent of PricewaterhouseCoopers LLP

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

        24          Power of Attorney (see "Signatures")
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>k59274aex5.txt
<DESCRIPTION>OPINION OF DYKEMA GOSSETT PLLC
<TEXT>

<PAGE>   1
                                                                       EXHIBIT 5

                          [Dykema Gossett Letterhead]






                                December 28, 2000


Champion Enterprises, Inc.
2701 Cambridge Ct., Suite 300
Auburn Hills, Michigan  48326


Ladies and Gentlemen:

         We have served as counsel to Champion Enterprises, Inc. (the "Company")
in connection with the preparation of the Registration Statement (Form S-8) to
be filed by the Company on December 28, 2000, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, representing the
issuance in the manner described in the Registration Statement of 1,750,000
shares of the Company's Common Stock, par value $1.00 per share (the "Common
Stock"), pursuant to the 1995 Stock Option and Incentive Plan.

         We have examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below.

         Based upon such examination and our participation in the preparation of
the Registration Statement, it is our opinion that (1) the Company is duly
incorporated and validly existing as a corporation in good standing under the
laws of Michigan and (2) the Common Stock, when issued in the manner described
in the Registration Statement, will be validly issued, fully paid and
nonassessable.

         We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                            Very truly yours,

                                            DYKEMA GOSSETT PLLC

                                            /s/ D. RICHARD MCDONALD

                                            D. Richard McDonald



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>k59274aex23-1.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS


         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 11, 2000,
relating to the financial statements of Champion Enterprises, Inc., which
appears in Champion Enterprises Inc.'s Annual Report on Form 10-K for the year
ended January 1, 2000.


PricewaterhouseCoopers LLP

/s/PricewaterhouseCoopers LLP


Detroit, Michigan
December 28, 2000

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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