<SUBMISSION>
<ACCESSION-NUMBER>0000950124-01-502320
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20010712
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CHAMPION ENTERPRISES INC
<CIK>0000814068
<ASSIGNED-SIC>2451
<IRS-NUMBER>382743168
<STATE-OF-INCORPORATION>MI
<FISCAL-YEAR-END>1225
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3
<ACT>33
<FILE-NUMBER>333-64982
<FILM-NUMBER>1680100
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2701 CAMBRIDGE COURT
<STREET2>STE 300
<CITY>AUBURN HILLS
<STATE>MI
<ZIP>48326
<PHONE>2483409090
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2701 UNIVERSITY DRIVE
<STREET2>STE 300
<CITY>AUBURN HILLS
<STATE>MI
<ZIP>48326
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>k63755s-3.txt
<DESCRIPTION>FORM S-3
<TEXT>

<PAGE>   1


     As filed with the Securities and Exchange Commission on July 12, 2001
                                                 Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 _______________



                                    FORM S-3
                             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
                                 (248) 340-9090
              (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)

                           John J. Collins, Jr., Esq.
              Senior Vice President, General Counsel and Secretary
                           Champion Enterprises, Inc.
                          2701 Cambridge Ct., Suite 300
                          Auburn Hills, Michigan 48326
                                 (248) 340-9090
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                  _______________

                                    copy to:

                            D. Richard McDonald, Esq.
                               Dykema Gossett PLLC
                        39577 Woodward Avenue, Suite 300
                           Bloomfield Hills, MI 48304

Approximate date of commencement of proposed sale to public: From time to time
after this Registration Statement is declared effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or investment plans, please 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
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. [ ]


                                       i

<PAGE>   2


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. [ ]

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


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------- ---------------------- --------------- ---------------- --------------------
                                                                  Proposed        Proposed
                                                                  Maximum          Maximum
                                                                 Aggregate        Aggregate          Amount of
   Title of Shares to be Registered         Amount to be         Price Per        Offering       Registration Fee
                                             Registered           Unit (1)          Price
--------------------------------------- ---------------------- --------------- ---------------- --------------------
<S>                                     <C>                    <C>             <C>              <C>
Common Stock, $1 par value, Issuable      2,425,373 Shares         $10.72        $25,999,998         $6,500.00
Upon Conversion of Promissory Notes
</TABLE>


(1)      Estimated solely for the purpose of determining the amount of the
         registration fee pursuant to Rule 457(c) under the Securities Act of
         1933, based upon the average of the high and low reported sales prices
         of the Common Stock for July 10, 2001.


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


          THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH 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.

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



                                       ii

<PAGE>   3


                                   PROSPECTUS

                           CHAMPION ENTERPRISES, INC.

                               2,425,373 SHARES OF
                           COMMON STOCK, $1 PAR VALUE


          This prospectus offers 2,425,373 shares of common stock of Champion
Enterprises, Inc. that may be sold from time to time in the market or in other
transactions by certain selling shareholders named in this prospectus. No
underwriters are involved in any sale of stock under this prospectus.

          Our common stock is traded on the New York, Chicago and Pacific Stock
Exchanges under the trading symbol "CHB." On July 10, 2001, the closing price
for the common stock as traded on the New York Stock Exchange was $10.50, as
reported in The Wall Street Journal.

          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                            _____________________

                  The date of this Prospectus is July ___, 2001

          NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY CHAMPION ENTERPRISES, INC. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE UNDER THIS PROSPECTUS SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF CHAMPION SINCE THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS DOES 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.




                                       1
<PAGE>   4



                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                    <C>
ABOUT THIS PROSPECTUS .................................................................2
WHERE YOU CAN FIND MORE INFORMATION ...................................................2
USE OF PROCEEDS .......................................................................3
CAUTIONARY STATEMENT CONCERNING
      FORWARD-LOOKING STATEMENTS ......................................................3
CHAMPION ENTERPRISES, INC. ............................................................4
DESCRIPTION OF CAPITAL STOCK ..........................................................4
PLAN OF DISTRIBUTION ..................................................................5
SELLING SHAREHOLDERS ..................................................................6
LEGAL MATTERS .........................................................................7
EXPERTS ...............................................................................7
</TABLE>


                              ABOUT THIS PROSPECTUS

          This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission. This prospectus provides you with a
general description of the securities we may offer. The securities may be sold
from time to time by the selling shareholders named in this prospectus.

                       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 New York Stock Exchange, 20 Broad Street, New York, New York
10005 and 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 in this
way is considered part of this prospectus, and any information filed with the
SEC subsequent to this prospectus will automatically update and



                                       2
<PAGE>   5

supersede this information. Champion incorporates by reference the documents
listed below which have been filed with the SEC:

          -         Annual Report on Form 10-K for the year ended December 30,
                    2000

          -         Quarterly Report of Form 10-Q for the quarterly period ended
                    March 31, 2001

          -         Current Reports on Form 8-K filed March 20, 2001, April 18,
                    2001, May 16, 2001, June 19, 2001 and July 9, 2001

          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 and
Exchange Act of 1934 from the date of this prospectus until the termination of
the offering of the securities covered by this prospectus.

          Any statement contained in a document incorporated by reference in
this registration statement will 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
incorporated by reference modifies or supersedes such statement. Any statement
that is modified or superseded will 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 John J. Collins, Jr., Senior
Vice President, General Counsel and Secretary at our principal executive
offices, located at 2701 Cambridge Ct., Suite 300, Auburn Hills, Michigan 48326
(telephone number: (248) 340-9090).

                                 USE OF PROCEEDS

          The selling shareholders will receive all of the proceeds from the
sale of the common stock offered under this prospectus.


           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

          Some statements 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. These statements
are subject to certain factors that could cause actual results to differ
materially from those projected in the forward-looking statements. These factors
are discussed in and are incorporated by reference to our most recently filed
Form 10-K under the section entitled "Forward Looking Statements."



                                       3
<PAGE>   6


                           CHAMPION ENTERPRISES, INC.

          Champion Enterprises, Inc. is the world's largest homebuilder, with 49
manufacturing facilities in 16 states and two Canadian provinces. Since the
company was founded in 1953, we have built more than 1.5 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 230
retail housing centers in 28 states. In addition, our homes are sold through
over 1,000 independent retail locations that have joined either our Champion
Home Center or Alliance of Champions retail distribution networks.

          Through HomePride Finance Corp., our finance business, we provide
retailers, builders and developers with access to 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 16 communities in 7 states.

          Champion has approximately 11,000 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.


                          DESCRIPTION OF COMMON 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 July
3, 2001, 47,946,715 shares of common stock and 20,000 shares of Series B-1
Cumulative Convertible Preferred Stock were outstanding. In addition to the
summary of our common stock that follows, we encourage you to review our
articles of incorporation and bylaws, which we have filed with the SEC.

          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 the 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



                                       4
<PAGE>   7

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.


                              PLAN OF DISTRIBUTION

          We are registering the 2,425,373 shares of common stock covered by
this prospectus for the selling shareholders.  We are paying the costs and fees
of registering the common stock, but the selling shareholders will pay any
brokerage commissions, discounts or other expenses relating to the sale of the
common stock. The shares may be issued to the selling shareholders from time to
time upon conversion of our Convertible Promissory Notes.

         The selling shareholders may sell the common stock at market prices
prevailing at the time of sale, at prices related to the prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed. The
selling shareholders will sell their common stock through ordinary brokers'
transactions.

         In its selling activities, the selling shareholders will be subject to
applicable provisions of the Securities Exchange Act of 1934 and its rules and
regulations, including without limitation, Regulation M, which may limit the
timing of purchases and sales of any of the shares of common stock by the
selling shareholders.

         The selling shareholders may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers engaged
by the selling shareholders may allow other broker-dealers to participate in
resales. The selling shareholders and any broker-dealers involved in the sale or
resale of the common stock may qualify as "underwriters" within the meaning of
Section 2(11) of the Securities Act. In addition, the broker-dealers'
commissions, discounts or concession may qualify as underwriters' compensation
under the Securities Act. If the selling shareholders or any broker-dealer
qualifies as an "underwriter," they will be subject to the prospectus delivery
requirements of Rule 153 of the Securities Act, which may include delivery
through the New York Stock Exchange. In conjunction with sales to or through
brokers, dealers or agents, the selling shareholders may agree to indemnify them
against liabilities arising under the Securities Act.

         In addition to selling their common stock under this prospectus, the
selling shareholders may sell their common stock under Rule 144 of the
Securities Act, if the transaction meets the requirements of Rule 144.



                                       5
<PAGE>   8





                              SELLING SHAREHOLDERS

         Certain information concerning the selling shareholders is provided
below.


<TABLE>
<CAPTION>
                                                                         Shares of Common Stock
                                                                         ----------------------
                                  Present Positions, Offices or         Beneficially
                             Relationships with the Company and its     owned as of       Offered        Percent of
                             Affiliates During the Past 3 Years (1)     date of this      by this       Class owned
           Name              --------------------------------------      Prospectus     Prospectus     after Offering
           ----                                                         -----------     ----------     --------------
                                                                            (2)            (3)             (4)
<S>                         <C>                                         <C>             <C>            <C>
John Bushman                Consultant                                             0        562,875         0

ICA Group, Inc.             N/A                                                    0        663,869         0

Investment Corp. of         N/A                                                    0        261,503         0
America

Ed Lasater                  President                                          8,334        187,127         *

Roger Lasater               President, Whitworth Management, Inc.                750        120,873         *

Jeff Bushman                Regional Vice President                              125        147,006         *

Gary Chipman                Regional Vice President                              125        103,174         *

Jim Kirk                    Regional Vice President of Homes                     125        101,812         *
                            America of Arizona, Inc.

Harvey Andrews              General Manager                                      125         75,926         *

Brad Bushman                General Manager Wholesale Division                   125         62,664         *

Sandy Tucker                General Manager                                      125         15,665         *

Mike McGinnis               General Manager                                      125         45,943         *

Ben Spector                 General Manager                                      125         28,891         *

Gay Cleary                  General Manager                                    5,225          2,519         *

Andy Lasater                Executive Vice President                             500         24,968         *

Ron Borders                 General Manager                                      125          7,734         *

Eddie Harrison              General Manager                                      125         12,824         *
</TABLE>

* Less than 1%

(1)       Unless otherwise indicated, the office or position listed is with A-1
          Homes Group, Inc., a wholly-owned subsidiary of Champion Enterprises,
          Inc.



                                       6
<PAGE>   9

(2)       Consists of shares of the Company's common stock beneficially owned by
          the selling shareholders excluding any shares to be received by the
          selling shareholders upon conversion into common stock of any payments
          due to the selling shareholders under the Convertible Promissory
          Notes.

(3)       Assumes conversion into common stock of all of the payments due to the
          selling shareholders under the Convertible Promissory Notes at a
          conversion price of $10.72 per share, based upon the average of the
          high and low reported sales prices of the Company's common stock for
          July 10, 2001. This conversion price and, therefore, the number of
          shares of common stock issuable upon conversion of the payments under
          the Convertible Promissory Notes are subject to adjustment.

(4)       Assumes sale of all common stock issuable upon conversion of the
          payments due to the selling shareholders under the Convertible
          Promissory Notes.


                                  LEGAL MATTERS

          Legal matters relating to the validity of the securities being offered
by this prospectus have been passed upon for Champion by Dykema Gossett PLLC,
Bloomfield Hills, Michigan.

                                     EXPERTS

          The financial statements incorporated in this prospectus by reference
to our Annual Report on Form 10-K for the year ended December 30, 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.




                                       7
<PAGE>   10



                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

          The following statement sets forth the estimated amounts of expenses
to be borne by the Company in connection with the distribution of the Common
Stock offered hereby:

<TABLE>
<S>                                                                                          <C> <C>
         Securities and Exchange Commission Registration Fee.............................        $ 6,500.00
         Accounting Fees and Expenses....................................................    *     3,000.00
         Legal Fees and Expenses.........................................................    *     5,000.00
         Miscellaneous Expenses..........................................................    *     1,000.00
                                                                                                 ----------

         Total Expenses..................................................................        $15,500.00
                                                                                                 ==========
</TABLE>

         ------------------
         * Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company is organized under the Michigan Business Corporation Act
(the "MBCA") which, in general, empowers Michigan corporations to indemnify a
person who is a party or 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 corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, or of another
enterprise at such corporation's request, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection
therewith if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders and, in the case of a criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
If a person is successful in defending against a derivative action or
third-party action, the MBCA requires that a Michigan corporation indemnify the
person against expenses incurred in the action.

         The MBCA also empowers Michigan corporations to provide similar
indemnity against amounts paid in settlement and expenses actually and
reasonably incurred by such a person in actions or suits by or in the right of
the corporation except in respect of any claim, issue or matter as to which such
person is adjudged to be liable to the corporation, unless and only to the
extent that a court determines that, despite the adjudication of the liability
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity.

         The Company's bylaws generally require the Company to indemnify its
directors and officers to the fullest extent permissible under Michigan law,
require the advancement and



                                       8
<PAGE>   11

reimbursement of expenses under certain circumstances and establish a procedure
for determination of when indemnification is proper.

         The MBCA permits Michigan corporations to limit the personal liability
of directors for a breach of their fiduciary duty. The Company's Articles of
Incorporation, which limit liability to the maximum extent permitted by law,
provide that a director of the Company will not be personally liable to the
Company or its shareholders for monetary damages for breach of the director's
fiduciary duty. However, the MBCA and the Articles of Incorporation do not
eliminate or limit the liability of a director for any of the following: (i) a
breach of the director's duty of loyalty to the Company or its shareholders;
(ii) acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law; (iii) declaration of an unlawful dividend, stock
purchase or redemption; (iv) a transaction from which the director derives an
improper personal benefit; and (v) an act or omission occurring prior to the
date when the provision becomes effective. As a result of the inclusion of such
a provision, shareholders of the Company may be unable to recover monetary
damages against directors for actions taken by them which constitute negligence
or gross negligence or which are in violation of their fiduciary duties,
although it may be possible to obtain injunctive or other equitable relief with
respect to such actions.

         Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses and liabilities incurred in
connection with the defense of certain claims, actions, suits or proceedings
which may be brought against them by reason of being or having been directors or
officers. In addition, a certain registration rights agreement to which the
Company is a party provides that the Company will indemnify, to the extent
permitted by law, each holder of "registrable securities" (as defined in such
agreement) against all losses, claims, damages, liabilities and expenses caused
by misstatements or omissions in any registration statement, prospectus or
preliminary prospectus, except insofar as such misstatements are caused by or
contained in information furnished to the Company by such holders.

ITEM 16. EXHIBITS

                  A list of exhibits included as part of this Registration
Statement is set forth below.

4        Form of Convertible Promissory Note

5        Opinion of Dykema Gossett PLLC

23(a)    Consent of PricewaterhouseCoopers LLP

23(b)    Consent of Dykema Gossett PLLC (contained in their opinion filed as
         Exhibit 5)

24(a)    Power of Attorney (set forth on signature page)



                                       9
<PAGE>   12
ITEM 17. UNDERTAKINGS

       1.     The undersigned registrant hereby undertakes to file, during any
              period in which offers or sales are being made, a post-effective
              amendment to this registration statement:

                     (i)    To include any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933;

                     (ii)   To reflect in the prospectus any facts or events
                            arising after the effective date of the registration
                            statement (or the most recent post-effective
                            amendment thereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in the registration statement.
                            Notwithstanding the foregoing, any increase or
                            decrease in volume of securities offered (if the
                            total dollar value of securities offered would not
                            exceed that which was registered) and any deviation
                            from the low or high end of the estimated maximum
                            offering range may be reflected in the form of
                            prospectus filed with the Commission pursuant to
                            Rule 424(b) if, in the aggregate, the changes in
                            volume and price represent no more than 20 percent
                            change in the maximum aggregate offering price set
                            forth in the "Calculation of Registration Fee" table
                            in the effective registration statement.

                     (iii)  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;
                            provided, however, that paragraphs (i) and (ii)
                            above do not apply if the information required to be
                            included in a post-effective amendment by those
                            paragraphs is contained in periodic reports filed
                            with or furnished to the Commission by the
                            registrant pursuant to Section 13 or 15(d) of the
                            Securities Exchange Act of 1934 that are
                            incorporated by reference in the registration
                            statement.

       2. The undersigned registrant hereby undertakes 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       3. The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.



                                       10
<PAGE>   13

       4. The undersigned registrant hereby 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       5. The undersigned registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                       11
<PAGE>   14


SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Champion
Enterprises, Inc. certifies that it has reasonable grounds to believe that it
meets the requirements for filing on Form S-3 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, in the State of Michigan on
July 12, 2001.

                                   CHAMPION ENTERPRISES, INC.



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

         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 below by the following persons in the
capacities indicated on July 12, 2001.


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

  /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


                                       12

<PAGE>   15

  /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






                                       13
<PAGE>   16


                                  EXHIBIT INDEX


Exhibit No.      Description of Exhibits

4                Form of Convertible Promissory Note

5                Opinion of Dykema Gossett PLLC

23(a)            Consent of PricewaterhouseCoopers LLP

23(b)            Consent of Dykema Gossett PLLC
                 (included in Exhibit 5)

24(a)            Power of Attorney (set forth on signature page)





                                       14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>k63755ex4.txt
<DESCRIPTION>FORM OF CONVERTIBLE PROMISSORY NOTE
<TEXT>

<PAGE>   1


                                                                       EXHIBIT 4

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR IN AN OPINION OF
COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO MAKER, AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE FOR SUCH OFFER, SALE
OR TRANSFER, PLEDGE OR HYPOTHECATION.


                           CONVERTIBLE PROMISSORY NOTE

$                                                                 June    , 2001
 ----------------                                                      ---

         FOR VALUE RECEIVED, CHAMPION ENTERPRISES, INC., a Michigan corporation
("Maker"), promises to pay to                  ("Holder") the sum of
                  DOLLARS ($________) in lawful money of the United States.
1. Payments. This Note is payable in cash in thirteen (13) installments in the
amounts and on the dates shown on the payment schedule attached to this Note as
Exhibit A.

2. Conversion. If Maker determines that it will not make any payment in cash as
provided in Section 1 of this Note, Maker shall so notify Holder in writing at
least five (5) days prior to such payment date. Upon such written notice, the
respective payment shall be converted into shares of Maker common stock
("Convertible Common Stock"). In such event, Holder will receive that number of
shares of Convertible Common Stock equal to the quotient of:

                  (i) the amount of the payment due, divided by

                  (ii) the weighted average trading price per share of Maker's
         Common Stock as quoted on the New York Stock Exchange, for all
         transactions during the twenty (20) trading days ending on (and
         inclusive of) the business day which is five (5) calendar days
         immediately prior to the respective payment date (the "Conversion
         Price").

No certificates or script representing less than one share of Convertible Common
Stock shall be issued by Maker. In lieu of any such fractional share, Holder
shall be paid an amount in cash (without interest) determined by multiplying (i)
the Conversion Price by (ii) the fractional interest of Convertible Common Stock
to which Holder would otherwise be entitled.

3. Prepayment. This Note may be prepaid, in whole or in part, at any time prior
to January 3, 2005, without penalty to the Maker. Prepayments under this Section
3 shall be made only in cash.



<PAGE>   2

4. Event of Default.

         (a) If Maker fails to pay any installment of this Note within fifteen
(15) days of when due, Holder, at his option, may declare the balance of this
Note immediately due and payable. Accelerated payments under this subsection
4(a) shall be made only in cash.

         (b) This Note shall become immediately due and payable without notice
or demand upon the occurrence of any of the following events: filing of a
voluntary or involuntary petition by or against Maker under any provisions of
the Bankruptcy Code; application for the appointment of a receiver of Maker;
assignment for the benefit of Maker's creditors; appointment of a committee of
creditors or a liquidating agent for Maker; or an offer of composition or
extension to creditors of Maker. Accelerated payments under this subsection 4(b)
shall be made in cash unless Holder agrees to accept such payments in
Convertible Common Stock.

         (c) In the event Maker receives written confirmation from the New York
Stock Exchange of the commencement of formal proceedings to delist Maker's
common stock from trading on such Exchange, all subsequent payments under this
Note shall be made in cash unless Holder agrees in writing to accept such
payments in Convertible Common Stock. If such proceedings are completed without
Maker's common stock being delisted on the New York Stock Exchange, all
subsequent payments under this Note may be made as provided in Section 2 of this
Note, subject to all of the other terms of this Note.

5. Compliance with Securities Laws. As of the date of this Note and as of the
date of any conversion into Convertible Common Stock, Holder represents and
warrants to Maker that:

         (a) Holder has received copies of Maker's Annual Report to Shareholders
for the year ended December 30, 2000, Annual Report on Form 10-K for the year
ended December 30, 2000, Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2001, Current Reports on Form 8-K filed March 20, 2001, April
18, 2001 and May 16, 2001, and definitive Proxy Statement for the May 1, 2001
Annual Meeting of Shareholders.

         (b) Holder is knowledgeable and experienced in financial and business
matters and is capable of evaluating the merits and risks of accepting this Note
and any Convertible Common Stock and has evaluated such merits and risks.

         (c) Holder has had the opportunity to ask questions and receive answers
from Maker concerning this Note and the Convertible Common Stock that may be
issued under this Note.

         (d) Holder has had the opportunity, prior to signing this Note, to
engage and consult with counsel of Holder's own choosing concerning this Note
and the Convertible Common Stock.

         (e) This Note was not offered to Holder by means of (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar medium, or broadcast over television or radio, or
(ii) any other form of general solicitation or advertising.


<PAGE>   3

6. Rights as Shareholder. Holder shall have no rights as a shareholder of Maker
with respect to any of the shares of Convertible Common Stock that Holder may
receive under this Note until the issuance of a stock certificate or
certificates by Maker to Holder, and then only with respect to such shares
represented by such certificate or certificates.

7. Conditions Precedent to Maker's Obligations. Notwithstanding anything
contained herein to the contrary, it shall be a condition precedent to the
obligation of Maker to make any payment to Holder under this Note that:

         (a) Holder not be in breach of the obligations under the Employment
Agreement (the "Employment Agreement") dated June 30, 1998 to which Holder and
A-1 Homes Group, Inc., a Michigan corporation ("A-1 Homes"), are parties, if
any; and

         (b) if Holder is an "Executive" (as defined in the Employment
Agreement), that Holder's employment shall not have been terminated by A-1 Homes
for "Cause" (as defined in the Employment Agreement) prior to July 1, 2002 or by
the Executive for any reason prior to July 1, 2002 (other than as a result of
death or disability as defined in the Employment Agreement).

         Notwithstanding anything contained herein to the contrary, the
termination of the Executive's employment or engagement after June 30, 2002 on
account of the Executive's resignation or termination by the Company for
"Cause", shall not limit or affect in any way the right of the Executive to
continue to receive payments under this Note provided that the Executive remains
at all times in full compliance with the Non-Competition provisions of the
Employment Agreement. Termination of the Executive's employment by the Company
without "Cause" shall not limit or affect in any way the right of the Executive
to continue to receive payments under this Note.

8. Representations and Warranties of Maker.

         (a) Maker represents and warrants to Holder that the execution,
performance and payment of this Note does not violate or constitute a default
under (i) the Credit Agreement, dated as of May 5, 1998, as amended, by and
among Maker, PNC Bank, National Association, as Administrative Agent, and the
other banks and guarantors named therein, or (ii) any other material financing
agreement for borrowed money.

         (b) As of the date of each payment in Convertible Common Stock, Maker
represents and warrants to Holder as follows:


         (i) the shares of Convertible Common Stock paid to Holder have been
         registered for resale under the Act pursuant to a currently effective
         registration statement;

         (ii) the registration statement (which includes the information
         incorporated by reference therein) does not contain any untrue
         statement of a material fact and does not omit to state any material
         fact necessary in order to make the statements therein not misleading.

<PAGE>   4

9. Offset. Subject to the provisions and limitations set forth in the Asset
Purchase Agreement (the "Purchase Agreement") dated June 11, 1998 to which
Holder and A-1 Homes are parties, Maker shall have the right at any time and
from time to time to offset and apply any payments to Holder under this Note
against the amount of any claim A-1 Homes may have against Holder for
indemnification under the Purchase Agreement.

10. Notice. All notices, requests, demands and other communications under this
Note shall be in writing and shall be deemed to have been duly given if
personally delivered, forwarded by overnight express (including but not limited
to United Parcel Service, Federal Express, Airborne or similar service) and
receipted for by the recipient or an agent of the recipient or mailed by
registered or certified United States mail, postage prepaid and return receipt
requested, or sent by facsimile transmission, to the following addresses or
facsimile numbers (or to such other address or facsimile number of a party as
shall have been specified to the other party by notice):

         (a)      if to the Maker, to:

                  Champion Enterprises, Inc.
                  2701 University Drive, Suite 320
                  Auburn Hills, Michigan  48326-2566
                  Attention:  President
                  Facsimile No. (248) 340-9345

         (b)      if to the Holder, to:

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

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

                  --------------------------------
                  Facsimile No. (   )
                                 ---  -----------------

                  with a copy to:

                  John Bushman
                  Chairman, ICA Group, Inc.
                  700 North Grant, Suite 600
                  Odessa, Texas  79761
                  Facsimile No. (915) 333-8881

11. Amendment. No term, covenant, agreement or condition of this Note may be
amended except by a written agreement executed by both Maker and Holder.

12. Waiver. Neither Maker nor Holder by any act of commission or omission shall
be deemed to waive any of their respective rights or remedies under this Note
unless such waiver is in writing and signed by the party to be bound by such
waiver, and then only to the extent specifically set forth in such waiver; a
waiver of one event shall not be construed as continuing or as a bar to or
waiver of such right or remedy on a subsequent event. Notwithstanding anything
to the contrary in



<PAGE>   5

this Section, Maker hereby waives presentment, demand, protest or other notice
of any kind in the collection of this Note and in filing suit hereon.

13. No Assignment. Holder may not assign this Note or any of all of Holder's
rights or interests in this Note without the prior written consent of Maker,
provided, however, that Holder may assign this Note or any of Holder's rights or
interests in this Note without Maker's consent upon the occurrence of any of the
events described in subsection 4(b) of this Note. No assignment may be effected
except in compliance with all applicable securities laws.

14. Governing Law. This Note shall be governed by and construed in accordance
with the laws of the State of Michigan (other than conflicts of law principles).

15. Counterparts. This Note may be executed in one or more counterparts, all of
which together shall constitute one and the same instrument.

16. Headings. The headings of the sections of this Note are for convenience and
shall not by themselves determine the interpretation of this Note.

         IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
as of the date above set forth.

                           CHAMPION ENTERPRISES, INC., a Michigan corporation


                           By:
                                  ---------------------------------------
                           Its:
                                  ---------------------------------------

                           Accepted and agreed to by:


                           ----------------------------------------------
                                              [name]


<PAGE>   6



                                                 EXHIBIT A

                                             Payment Schedule

<TABLE>
<CAPTION>
                 ------------------------------------- -----------------------------------
                             Payment Date                        Payment Amount
                                                                  (in dollars)
                 ------------------------------------- -----------------------------------
<S>                                                    <C>
                 October 1, 2001
                 ------------------------------------- -----------------------------------
                 January 2, 2002
                 ------------------------------------- -----------------------------------
                 April 1, 2002                                        0.00
                 ------------------------------------- -----------------------------------
                 July 1, 2002
                 ------------------------------------- -----------------------------------
                 October 1, 2002
                 ------------------------------------- -----------------------------------
                 January 2, 2003
                 ------------------------------------- -----------------------------------
                 April 1, 2003
                 ------------------------------------- -----------------------------------
                 July 1, 2003
                 ------------------------------------- -----------------------------------
                 October 1, 2003
                 ------------------------------------- -----------------------------------
                 January 5, 2004
                 ------------------------------------- -----------------------------------
                 April 5, 2004
                 ------------------------------------- -----------------------------------
                 July 6, 2004
                 ------------------------------------- -----------------------------------
                 October 4, 2004
                 ------------------------------------- -----------------------------------
                 January 3, 2005
                 ------------------------------------- -----------------------------------
</TABLE>






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>k63755ex5.txt
<DESCRIPTION>OPINION OF DYKEMA GOSSETT PLLC
<TEXT>

<PAGE>   1


                                                                       EXHIBIT 5




                                 July 12, 2001


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-3) to
be filed by the Company on July 12, 2001, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, for the offering of
2,425,373 shares of the Company's Common Stock, par value $1.00 per share (the
"Common Stock") by certain selling shareholders. The shares included in the
registration statement may be issued form time to time upon conversion of the
Company's Convertible Promissory Notes.

         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 the Common Stock, when issued
in the manner described in the Registration Statement and in the Convertible
Promissory Notes upon conversion of the Convertible Promissory Notes, 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.(A)
<SEQUENCE>4
<FILENAME>k63755ex23-a.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>

<PAGE>   1


                                                                   Exhibit 23(a)




                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 13, 2001 relating to the
financial statements which appear in Champion Enterprises, Inc.'s Annual Report
on Form 10-K for the year ended December 30, 2000.



Detroit, Michigan
July 11, 2001



</TEXT>
</DOCUMENT>
</SUBMISSION>
