<SUBMISSION>
<ACCESSION-NUMBER>0000950124-01-503565
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20011017
<ITEMS>5
<ITEMS>7
<FILING-DATE>20011017
<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>8-K
<ACT>34
<FILE-NUMBER>001-09751
<FILM-NUMBER>1760535
</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>8-K
<SEQUENCE>1
<FILENAME>k65516e8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                    FORM 8-K


                                 CURRENT REPORT



                      Pursuant to Section 13 or 15 (d) of
                      The Securities Exchange Act of 1934



      Date of Report (Date of earliest event reported):  October 17, 2001


                           Champion Enterprises, Inc.
            -------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                                    Michigan
                 ---------------------------------------------
                  State or other jurisdiction of incorporation



                  1-9751                            38-2743168
         ----------------------        --------------------------------
         Commission File Number        IRS Employer Identification No.


         2701 Cambridge Court, Suite 300, Auburn Hills, Michigan 48326
         -------------------------------------------------------------
         (Address of principal executive offices)            (Zip Code)


      Registrant's telephone number, including area code:  (248) 340-9090



<PAGE>



Item 5.  Other Events.

         The following press release was issued by the Registrant on October 17,
2001. The format of the financial statements have been slightly modified from
those included in the press release to comply with certain Securities and
Exchange Commission rules.



                           CHAMPION ENTERPRISES, INC.
                          REPORTS THIRD QUARTER RESULTS

                       EARNINGS OF $0.05 PER DILUTED SHARE


         Auburn Hills, Mich., October 17, 2001--Champion Enterprises, Inc.
(NYSE: CHB), the nation's leading housing manufacturer, today reported income of
$2.5 million, or $0.05 per diluted share, for the third quarter ended September
29, 2001. In last year's comparable quarter, Champion had a net loss of $4
million, or $0.08 per diluted share. Revenues were $428 million in this year's
third quarter, off 8% from $466 million a year ago.

For the year-to-date period, the company had revenues of $1.2 billion and a net
loss of $23 million, or $0.48 per diluted share, including costs related to
closing four homebuilding facilities and 30 sales centers. These closing-related
expenses totaled $5.4 million after tax ($0.11 per diluted share), including
$4.0 million for non-cash asset impairment charges. For the first nine months of
2000, consolidated revenues were $1.5 billion and net income was $150,000.
Included in prior year-to-date results were $2.8 million after tax ($0.06 per
diluted share) for asset impairment charges and lease termination and other
costs.

Champion's Chairman, President, and Chief Executive Officer, Walter R. Young,
commented, "We're pleased with the earnings and leverage of our manufacturing
operations and excited about our Genesis platform. We are also encouraged by the
progress in our retail operations, where company store traffic has steadily
improved since dropping on September 11th. Retail traffic and contract closings
in early October are approaching pre-attack levels."

Operations

For the quarter ended September 29, 2001, manufacturing margins as a percent of
revenues improved to 7.2% from 3.9% in last year's third quarter on a 4%
decrease in sales. The company had manufacturing revenues of $362 million and
segment income of $25.9 million, compared

<PAGE>



to revenues of $378 million and segment income of $14.7 million a year earlier.
Prior year results include a $2.5 million gain from a property insurance
settlement and $1.0 million of impairment charges for a closed homebuilding
facility. For the year-to-date period in 2001, manufacturing revenues totaled
$974 million and segment income was $34.8 million, including $3.3 million of
fixed asset impairment charges. Unfilled wholesale orders for housing at quarter
end totaled approximately $54 million, twice as high as the $27 million level a
year ago. The company now operates 49 plants, down from 55 at September 2000.

Retail operations had revenues of $120 million for the third quarter of 2001 and
a loss of $6.1 million. Current quarter results include a $3.7 million charge
for potential losses on loans and transition costs for alternative financing
sources. These charges resulted from a recent discovery of not applying internal
procedures for originating loans. In the comparable quarter a year ago, revenues
were $149 million and the segment reported a loss of $3.4 million. Prior year
quarterly results include $2.2 million for closing and consolidating sales
centers. Year-to-date the segment reported revenues of $357 million and a loss
of $22.7 million, including $3.2 million for fixed asset impairment charges,
$2.2 million for lease termination and other costs and the $3.7 million for
potential losses on loans. At quarter end Champion's 229 company-owned stores
had an average inventory of 13 new homes per location, down from 18 homes at the
270 locations operated last September.

Liquidity and Capital Structure

Champion ended the quarter with $66 million in cash, no bank borrowings and
total debt of $294 million. Cash flow from operations was $37 million for the
quarter and $65 million for the nine-month period. Year-to-date, $5 million was
spent on capital expenditures, down from $13 million in the comparable period a
year ago. Capital expenditures in 2001 are expected to be less than $7 million
for the year, down from $15 million in 2000. Since December 2000, $47 million
was used to reduce debt.

In July 2001, Champion improved its capital structure and short-term liquidity
by issuing $20 million of convertible preferred stock and restructuring its
liability for deferred purchase price related to a 1998 retail acquisition. In
addition, as a result of the company's ongoing efforts to reduce inventories and
to diversify its floor plan payables, Champion currently has $49 million
outstanding with Conseco Finance and $19 million with other finance sources. The
company also reported that it has renegotiated its bank covenants to allow for
performance flexibility.

<PAGE>


Outlook

Young continued, "The potential effect of economic uncertainty on industry
demand and repossessions has caused us to revise our 2002 estimates. We now
predict that industry new home retail sales and shipments for next year will be
200,000 homes. These amounts will represent a 7% decrease in new retail sales
and a 3% increase in production. We estimate that next year's industry
repossessions will be 90,000 homes, comparable to our estimate for this year.

 "Our efforts to reduce expenses, capacity, inventories and debt contributed to
this quarter's profitability and better position us for the months ahead. We
remain concerned about the seasonally slower fourth and first quarters,
particularly with the uncertainty surrounding the economy. As a result we
estimate that in the fourth quarter we will probably have a loss in the range of
$0.07 to $0.12 per diluted share, but expect to be profitable next year even at
the lower industry levels now forecasted," Young concluded.

Champion Enterprises, Inc., headquartered in Auburn Hills, Michigan, is the
industry's leading manufacturer and has produced more than 1.5 million homes
since the company was founded. The company operates 49 homebuilding facilities
and 229 retail locations. Champion's homes are also sold by more than 1,000
independent retail locations that have joined either the Champion Home Center or
the Alliance of Champions retail distribution networks. Further information can
be found at the company's website, www.championhomes.net.

This news release contains certain statements, including forecasts of expected
results, assessments of industry conditions including total consumer sales,
repossession sales, and wholesale production, and capital expenditures, which
could be construed to be forward looking statements within the meaning of the
Securities and Exchange Act of 1934. These statements reflect the company's
views with respect to future plans, events and financial performance. The
company does not undertake any obligation to update the information contained
herein, which speaks only as of the date of this press release. The company has
identified certain risk factors which could cause actual results and plans to
differ substantially from those included in the forward looking statements.
These factors are discussed in the company's most recently filed Form 10-K, and
that discussion regarding risk factors is incorporated herein by reference.


<PAGE>

CHAMPION ENTERPRISES, INC. AND
SUBSIDIARIES
CONSOLIDATED FINANCIAL
SUMMARY
(DOLLARS AND WEIGHTED SHARES IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                        Three Months Ended                               Nine Months Ended
                                  -------------------------------               -----------------------------------
                                      Sept. 29,       Sept. 30,         %           Sept. 29,            Sept. 30,      %
                                        2001            2000           Chg.            2001                2000        Chg.
                                  ---------------  --------------      ----     -----------------    --------------    ----
<S>                               <C>              <C>                 <C>      <C>                  <C>               <C>

Net sales (1):
Manufacturing                           $362,005        $378,449       (4%)             $973,714        $1,253,528      (22%)
Retail                                   119,637         148,619      (20%)              357,442           483,060      (26%)
Less:  intercompany                     (54,000)        (61,000)                       (149,000)         (202,000)
                                  ---------------  --------------               -----------------    --------------
Total net sales                          427,642         466,068       (8%)            1,182,156         1,534,588      (23%)

Cost of sales (1)                        350,175         390,359      (10%)              983,470         1,289,488      (24%)
                                  ---------------  --------------               -----------------    --------------

Gross margin                              77,467          75,709        2%               198,686           245,100      (19%)

Selling, general and
     administrative
     expenses (4)                         67,461          71,420       (6%)              209,363           219,475       (5%)

Fixed asset impairment
charges (2)                                    -         (4,000)                         (6,500)           (4,000)
                                  ---------------  --------------               -----------------    --------------

Operating income (loss) (3)               10,006             289                        (17,177)            21,625

Interest expense, net                      5,190           6,762      (23%)               17,400            20,575      (15%)
                                  ---------------  --------------               -----------------    --------------

Income (loss) before income taxes          4,816         (6,473)                        (34,577)             1,050

Income taxes (benefits) (5)                2,300         (2,500)                        (11,500)               900
                                  ---------------  --------------               -----------------    --------------

Net income (loss)                         $2,516        ($3,973)                       ($23,077)              $150
                                  ===============  ==============               =================    ==============


Basic earnings (loss)
per share (6)                              $0.05         ($0.08)                         ($0.49)             $0.00
                                  ===============   =============               =================    ==============

Weighted shares for basic EPS             47,957         47,248                           47,767            47,250
                                  ===============   =============               =================    ==============


Diluted earnings (loss) per
share (6)                                  $0.05         ($0.08)                         ($0.48)             $0.00
                                  ===============   =============               =================    ==============

Weighted shares for diluted EPS           50,942         47,248                          47,767             47,336
                                  ===============   =============               =================    ==============
</TABLE>

See accompanying Notes to Financial Information.






<PAGE>


CHAMPION ENTERPRISES, INC. AND SUBSIDIARIES
OTHER STATISTICAL INFORMATION

<TABLE>
<CAPTION>
                                          Three Months Ended                                   Nine Months Ended
                                  -----------------------------------------        ---------------------------------------
                                      Sept. 29,       Sept. 30,         %             Sept. 29,          Sept. 30,     %
                                        2001            2000           Chg.              2001              2000       Chg.
                                  ---------------  --------------      ----        --------------    --------------   ----
<S>                               <C>              <C>                 <C>         <C>               <C>              <C>

MANUFACTURING


Homes sold                             10,941             12,393       (12%)            30,069            42,705        (30%)
  Less:  intercompany
                                        1,608              1,997       (19%)             4,255             6,740        (37%)
Homes sold to
  independent retailers/builders        9,333             10,396       (10%)            25,814            35,965        (28%)


Floors sold                            19,804             21,682        (9%)            54,016            72,992        (26%)

Multi-section mix                         77%                73%                           76%               69%

Average home price                   $3 1,700           $ 29,200         9%           $ 31,100          $ 28,100         11%

Manufacturing facilities at
period end                                 49                 55       (11%)                49                55        (11%)


RETAIL

Homes sold

    New homes                           1,990              2,776       (28%)             5,997             9,267        (35%)

    Pre-owned homes                       461                650       (29%)             1,503             2,269        (34%)

    Total homes sold                    2,451              3,426       (28%)             7,500            11,536        (35%)

% Champion-produced new
 homes sold                                91%                77%                           87%               71%

New multi-section mix                      73%                62%                           71%               60%

Average new home price                 $56,600            $50,200       13%           $ 56,000          $ 49,000         14%

Average number of new homes in
  inventory per sales center at
  period end                                13                 18      (28%)                13                18        (28%)

Sales centers at period end                229                270      (15%)               229               270        (15%)


CONSOLIDATED (in thousands)

Contingent repurchase obligations     $310,000           $480,000      (35%)          $310,000          $480,000        (35%)
Champion-produced field inventories   $670,000           $800,000      (16%)          $670,000          $800,000        (16%)
Shares issued and outstanding           47,990             47,246        2%             47,990            47,246          2%

</TABLE>

See accompanying Notes to Financial Information.
<PAGE>

CHAMPION ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)

<TABLE>
<CAPTION>

                                        Sept. 29,         June 30,          Dec. 30,          Sept. 30,
ASSETS                                    2001              2001              2000              2000
--------------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>              <C>                 <C>
Cash and cash equivalents               $65,907           $35,892          $50,143             $32,035

Accounts receivable, trade               68,021            65,681           31,132              69,120

Inventories                             175,267           182,231          217,765             251,968

Deferred taxes and other                 74,963            77,181           77,493              77,360

     Total current assets               384,158           360,985          376,533             430,483

Property and equipment, net             182,786           187,238          207,277             215,769

Goodwill, net                           265,213           268,158          273,970             466,776

Deferred taxes and other
 assets                                  79,597            79,999           84,276              32,135

                                       $911,754          $896,380         $942,056          $1,145,163
                                       ========          ========         ========          ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

Floor plan payable                      $68,084           $85,074         $114,198            $129,411

Accounts payable                         76,087            69,852           43,103              64,569

Other accrued liabilities               194,046           187,679          185,552             201,844

     Total current liabilities          338,217           342,605          342,853             395,824

Long-term debt                          224,592           225,286          225,634             226,539

Other long-term liabilities              55,285            55,843           76,760              77,984

Preferred stock                          20,000                 -                -                   -

Shareholders' equity                    273,660           272,646          296,809             444,816

                                       $911,754          $896,380         $942,056          $1,145,163
                                       ========          ========         ========          ==========
</TABLE>

See accompanying Notes to Financial Information.




<PAGE>


CHAMPION ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL INFORMATION

(1) For the three and nine months ended September 30, 2000, net sales and cost
of sales have been restated to reclassify delivery revenue to sales from cost of
sales.

(2) For the nine months ended September 29, 2001, non-cash asset impairment
charges of $6.5 million ($4.0 million after tax or $0.08 per diluted share) were
recorded related to closed operations. For the three and nine months ended
September 30, 2000, non-cash asset impairment charges of $4.0 million ($2.4
million after tax or $0.05 per diluted share) were recorded related to closed
operations.

(3) Segment EBITA consists of earnings (loss) before interest, taxes and
goodwill amortization, and includes fixed asset impairment charges and other
costs related to closed operations. A reconciliation of operating income (loss)
follows (dollars in thousands):

<PAGE>


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                                Sept. 29,     % of               Sept. 30,        % of
Three months ended:               2001     Related Sales            2000      Related Sales
---------------------------------------------------------------------------------------------
<S>                             <C>        <C>                   <C>          <C>
Manufacturing EBITA              $25,896        7.2%               $14,731        3.9%

Retail EBITA                      (6,082)      -5.1%                (3,413)       -2.3%

General corporate expenses        (6,891)                           (8,107)

Intercompany profit
elimination                            -                               500

Goodwill amortization             (2,917)                           (3,422)

   Operating income              $10,006        2.3%              $    289        0.1%
                                 =======                          ========

<Caption>

----------------------------------------------------------------------------------------------
                                Sept. 29,       % of             Sept. 30,        % of
Nine months ended:                2001     Related Sales           2000       Related Sales
----------------------------------------------------------------------------------------------
<S>                             <C>        <C>                   <C>          <C>
Manufacturing EBITA              $34,812        3.6%               $47,746        3.8%

                                               -6.4%                              1.3%
Retail EBITA                     (22,737)                            6,067

General corporate expenses       (20,574)                          (20,860)

Intercompany profit
elimination                            -                             4,000

Loss from independent
  retailer bankruptcy                  -                            (5,000)

Goodwill amortization             (8,678)                          (10,328)

  Operating income (loss)       ($17,177)      -1.5%             $  21,625        1.4%
                               =========                         =========
</TABLE>


(4) For the three months ended September 29, 2001, a charge of $3.7 million
($2.2 million after tax or $0.04 per diluted share) was recorded for potential
losses on loans and transition costs for alternative financing sources. The nine
months then ended also includes lease termination and other costs of $2.2
million ($1.4 million after tax or $0.03 per diluted share) related to closed
retail operations. For the three months ended September 30, 2000, property
insurance gains of $2.5 million and lease termination and other costs of
$700,000 were recorded. The nine months then ended includes $6.9 million of
property insurance gains and $700,000 of lease termination and other costs.

(5) The difference between taxes at the 35% federal statutory rate and taxes
provided is due to state income taxes and nondeductible items, primarily
goodwill.

<PAGE>

(6) Basic earnings (loss) per share includes the effect of the dividend on
preferred stock as calculated below (in thousands, except per share amounts):

<TABLE>
<CAPTION>

                                               Three Months Ended                 Nine Months Ended
                                            Sept. 29,       Sept. 30,         Sept. 29,       Sept. 30,
                                              2001            2000              2001            2000
--------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>                <C>            <C>
Net income (loss)                            $2,516        ($3,973)         ($23,077)            $150

Less: Dividend on preferred
stock                                           250               -               250               -

Income (loss) available
   to common shareholders                    $2,266        ($3,973)         ($23,327)            $150
                                             ======        ======           ========             ====
Basic earnings (loss) per
share                                         $0.05         ($0.08)           ($0.49)           $0.00
                                             ======        ======           ========             ====
</TABLE>

Diluted earnings (loss) per share is based on net income (loss) without
deducting the dividend on preferred stock.


<PAGE>



Item 7.  Exhibits.


Exhibit
Number.
-------
10.1     Eighth Amendment dated September 27, 2001 to the Credit Agreement dated
         May 5, 1998 by and among Champion Enterprises, Inc.; the guarantors
         party; the banks party; Bank One, Michigan, as Administrative Agent and
         Syndication Agent; Comerica Bank, as Documentation Agent; and National
         City Bank, Harris Trust and Savings Bank, Keybank, National
         Association, Bank of America, N.A., and Wachovia Bank, N.A., as
         Co-Agents.

10.2     Ninth Amendment dated October 15, 2001 to the Credit Agreement dated
         May 5, 1998 by and among Champion Enterprises, Inc.; the guarantors
         party; the banks party; Bank One, Michigan, as Administrative Agent and
         Syndication Agent; Comerica Bank, as Documentation Agent; and National
         City Bank, Harris Trust and Savings Bank, Keybank, National
         Association, Bank of America, N.A., and Wachovia Bank, N.A., as
         Co-Agents.



<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   CHAMPION ENTERPRISES, INC.



                                   /S/ ANTHONY S. CLEBERG
                                   -------------------------------------
                                   Anthony S. Cleberg
                                   Executive Vice President and
                                   Chief Financial Officer




October 17, 2001


<PAGE>


                                INDEX TO EXHIBITS



                                                                     Sequential
Exhibit No.                        Description                        Page No.
-----------                        -----------                        ---------

10.1     Eighth Amendment dated September 27, 2001 to the Credit Agreement dated
         May 5, 1998 by and among Champion Enterprises, Inc.; the guarantors
         party; the banks party; Bank One, Michigan, as Administrative Agent and
         Syndication Agent; Comerica Bank, as Documentation Agent; and National
         City Bank, Harris Trust and Savings Bank, Keybank, National
         Association, Bank of America, N.A., and Wachovia Bank, N.A., as
         Co-Agents.

10.2     Ninth Amendment dated October 15, 2001 to the Credit Agreement dated
         May 5, 1998 by and among Champion Enterprises, Inc.; the guarantors
         party; the banks party; Bank One, Michigan, as Administrative Agent and
         Syndication Agent; Comerica Bank, as Documentation Agent; and National
         City Bank, Harris Trust and Savings Bank, Keybank, National
         Association, Bank of America, N.A., and Wachovia Bank, N.A., as
         Co-Agents.








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>k65516ex10-1.txt
<DESCRIPTION>EIGHTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1



                       AMENDMENT NO. 8 TO CREDIT AGREEMENT


                  THIS AMENDMENT NO. 8 TO CREDIT AGREEMENT (the "Amendment")
dated as of September 27, 2001, by and among Champion Enterprises, Inc., a
Michigan corporation, (the "Borrower"), each of the Guarantors (as defined in
the Credit Agreement which is hereinafter defined), the Banks (as defined in the
Credit Agreement), Bank One, Michigan, successor to NBD Bank, in the capacity as
Administrative Agent and Syndication Agent, Comerica Bank, in the capacity as
Documentation Agent, and National City Bank, Harris Trust and Savings Bank,
Keybank, National Association, Bank of America, N.A. and Wachovia Bank, N.A., as
Co-Agents.

                              W I T N E S S E T H:

                  WHEREAS, the parties hereto are parties to that certain Credit
Agreement dated as of May 5, 1998, as amended, (the "Credit Agreement"),
pursuant to which the Banks provide a $90,000,000 revolving credit facility to
the Borrower; and

                  WHEREAS, the Borrower, the Banks and the Agent desire to amend
the Credit Agreement as hereinafter provided.

                  NOW, THEREFORE, the parties hereto, in consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, covenant and agree as follows:

         1.       Definitions.

         Defined terms used herein unless otherwise defined herein shall have
the meanings ascribed to them in the Credit Agreement, as hereby amended.

         2.       Amendment of Credit Agreement.

                  A. Section 7.1.13 of the Credit Agreement is hereby amended
and restated as follows:

                     "The Borrower and the Guarantors shall continue to maintain
at all times Floor Plan Financing Availability of not less than $60,000,000 on
terms and conditions satisfactory to the Agent."


<PAGE>

                  B.       Section 7.1.15 of the Credit Agreement is hereby
amended and restated as follows:

                           "7.1.15 Landlord's Waiver.

                           On or before March 31, 2001, the Loan Parties shall
have delivered an executed Landlord's Waiver in substantially the form of
Exhibit 7.1.15, or in such other form satisfactory to the Agent, from the lessor
for each leased Collateral location where the Guarantors conduct manufacturing
operations, as listed on Schedule A to the Security Agreement, other than the
lessors of the Oneida, New York and Maricopa County, Arizona facilities."

                  C.       Section 7.2.1(iv) of the Credit Agreement is hereby
amended and restated as follows:

                           "(iv) Indebtedness of the Loan Parties and their
Subsidiaries for financing, the proceeds of which are used for (a) capital
expenditures or in connection with capital leases made in the ordinary course of
business, which Indebtedness is secured by Purchase Money Security Interests or
mortgage Liens or (b) financing loans originated by any Loan Party or Subsidiary
thereof which is a Retail Finance Company prior to the sale of such loans to a
Person which is not an Affiliate of the Borrower; provided that the aggregate
amount of all such Indebtedness at any one time outstanding shall not exceed the
amount of $20,000,000."

                  D.       Section 7.2.1(x) of the Credit Agreement is hereby
amended and restated as follows:

                           "(x) Surety or performance bonds given by a Loan
Party or Subsidiary thereof in the ordinary course of business in an amount not
to exceed $80,000,000 in the aggregate."

                  E.       Section 7.2.3 of the Credit Agreement is hereby
amended by inserting clause (iv) immediately following clause (iii) as follows:

                           "and (iv) Guaranties by the Borrower of Indebtedness
permitted under Section 7.2.1 of any of the Guarantors which are wholly-owned
Subsidiaries of the Borrower."

                  F.       Section 7.2.4(iv) of the Credit Agreement is hereby
amended and restated as follows:

                           "(iv) loans, advances and investments in wholly-owned
Subsidiaries of the Borrower which are Guarantors; provided, however, that
loans, advances or investments in Subsidiaries which constitute Retail Finance
Companies shall not exceed $20,000,000 in the aggregate at any one time
outstanding."




                                     - 2 -
<PAGE>
                  G.       Section 7.2.14 of the Credit Agreement is hereby
amended and restated as follows:

                           "7.2.14 Minimum Consolidated Cash Flow from
Operations.

                           The Loan Parties shall not permit the Consolidated
Cash Flow from Operations, as calculated at the end of each fiscal month of the
Borrower for the six (6) months then ended, to be less than the amounts set
forth below for the periods set forth below:



                                     - 3 -
<PAGE>


                           August, 2001               $24,000,000
                           September, 2001            $35,000,000
                           October, 2001              $37,000,000
                           November, 2001             $30,000,000
                           December, 2001             $18,000,000
                           January, 2002              $ 7,000,000
                           February, 2002             $         0
                           March, 2002               -$ 6,000,000
                           April, 2002               -$ 5,000,000
                           May, 2002                 -$ 2,000,000
                           June, 2002                 $ 7,000,000
                           July, 2002                 $17,000,000
                           August, 2002               $25,000,000
                           September, 2002            $32,000,000
                           October, 2002              $36,000,000
                           November, 2002             $36,000,000
                           December, 2002             $31,000,000
                           January, 2003              $26,000,000
                           February, 2003             $21,000,000
                           March, 2003                $20,000,000
                           April, 2003
                           and thereafter             $22,000,000."

                     H.    Part 1 of Schedule 1.1(B) of the Credit Agreement is
amended and restated as set forth on Part 1 of Schedule 1.1(B) attached hereto.

                     I.    Paragraph 2 of Exhibit 7.3.4 of the Credit Agreement
is hereby amended to be consistent with Section G of this Amendment.

         3.          Amendment Fee.


         The Borrower shall pay to the Agent, for the benefit of the approving
Banks, an amendment fee in an amount equal to one fourth of one percent (1/4%)
of the aggregate Revolving Credit Commitments of the Banks which have executed
and delivered this Amendment on or before 5:00 p.m., on September 27, 2001
(Eastern time), such fee to be allocated to such approving Banks in accordance
with their respective Ratable Share.

         4.          Conditions of Effectiveness of Amendment. The effectiveness
of this Amendment is expressly conditioned upon satisfaction of each of the
following conditions precedent:

                     A.    The representations and warranties of the Borrower
contained in Article V of the Credit Agreement shall be true and accurate on the
date hereof with the same effect as though such representations and warranties
had been made on and as of such date (except representations and warranties
which relate solely to an earlier date or time, which representations and
warranties shall be true and correct on and as of the specific dates or times



                                     - 4 -
<PAGE>

referred to therein), and the Borrower and the Guarantors shall have performed
and complied with all covenants and conditions under the Loan Documents and
hereof; no Event of Default or Potential Default under the Credit Agreement and
the other Loan Documents shall have occurred and be continuing or shall exist
other than those specific Events of Default and Potential Defaults which have
been expressly waived by the Banks; and an Authorized Officer shall have
delivered to the Agent for the benefit of each Bank a duly executed certificate
dated the date hereof certifying as to the items in this Section 4.A.

                  B. There shall be delivered to the Agent for the benefit of
each Bank a certificate, dated as of the date hereof and signed by the Secretary
or an Assistant Secretary of the Borrower and each Guarantor, certifying as
appropriate as to:

                                            (a) all action taken by such party
in connection with this Amendment and the other Loan Documents;

                                            (b) the names of the officer or
officers authorized to sign this Amendment and the other documents executed and
delivered in connection herewith and described in this Section 4 and the true
signatures of such officer or officers and, in the case of the Borrower,
specifying the Authorized Officers permitted to act on behalf of the Borrower
for purposes of the Loan Documents and the true signatures of such officers, on
which the Agent and each Bank may conclusively rely; and

                                            (c) copies of its organizational
documents, including its certificate of incorporation and bylaws if it is a
corporation, its certificate of partnership and partnership agreement if it is a
partnership, and its certificate of organization and limited liability company
operating agreement if it is a limited liability company, in each case as in
effect on the date hereof, certified by the appropriate state official where
such documents are filed in a state office together with certificates from the
appropriate state officials as to the continued existence and good standing of
the Borrower and each Guarantor in each state where organized; provided that the
Borrower and each of the Guarantors may, in lieu of delivering copies of the
foregoing organizational documents and good standing certificates, certify that
the organizational documents and good standing certificates previously delivered
by the Borrower and the Guarantors to the Agent on May 5, 1998 or thereafter,
remain in effect and have not been amended.

                  C. The Borrower shall pay or cause to be paid the amendment
fee described in Section 3 above and all other costs and expenses accrued
through the date hereof and the costs and expenses of the Agent and the Banks
including, without limitation, reasonable fees of the Agent's counsel.

                  D. All consents required to effectuate the transactions
contemplated hereby shall have been obtained and copies thereof shall have been
delivered to the Agent for the benefit of the Banks.



                                     - 5 -
<PAGE>

                  E. On the date hereof there shall have been no Material
Adverse Change, and since January 1, 2001, no Material Adverse Change shall have
occurred with respect to the operations or financial condition of the Borrower
or any of its Significant Subsidiaries.

                  F. On the date hereof no action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or legislative body to enjoin, restrain or
prohibit, or to obtain damages in respect of, the Credit Agreement, or any Loan
Documents or the consummation of the transactions contemplated hereby or which,
in the Agent's reasonable discretion, could result in a Material Adverse Change.

                  G. Each of the Guarantors, by its execution below of this
Amendment, hereby confirms its continuing obligations under the Guaranty
Agreement, and each of the Guarantors hereby confirms its continuing obligations
under the Guaranty by execution and delivery of this Amendment. Each of the
Guarantors represents and warrants that it is a party to the Guaranty Agreement,
either by execution of the Guaranty Agreement or by joinder to the Guaranty
Agreement in accordance with the provisions of Section 10.18 of the Credit
Agreement.

                  H. All legal details and proceedings in connection with the
transactions contemplated by this Amendment shall be in form and substance
satisfactory to the Agent, the Agent shall have received from the Borrower and
the Required Banks an executed original of this Amendment and the Agent shall
have received all such other counterpart originals or certified or other copies
of such documents and proceedings in connection with such transactions, in form
and substance satisfactory to the Agent.

         5.       Force and Effect. Except as otherwise expressly modified by
this Amendment, the Credit Agreement and the other Loan Documents are hereby
ratified and confirmed and shall remain in full force and effect after the date
hereof.

         6.       Governing Law. This Amendment shall be deemed to be a contract
under the laws of the Commonwealth of Pennsylvania and for all purposes shall be
governed by and construed and enforced in accordance with the internal laws of
the Commonwealth of Pennsylvania without regard to its conflict of laws
principles.

         7.       Effective Date; Certification of the Borrower. This Amendment
shall be dated as of and shall be binding, effective and enforceable upon the
date of (i) satisfaction of all conditions set forth in Section 4 hereof and
(ii) receipt by the Agent of duly executed original counterparts of this
Amendment from the Borrower, the Guarantors and the Required Banks, and from and
after such date this Amendment shall be binding upon the Borrower, the
Guarantors, each Bank and the Agent, and their respective successors and assigns
permitted by the Credit Agreement.

                            [SIGNATURE PAGES FOLLOW]



                                     - 6 -
<PAGE>

                   [SIGNATURE PAGE 1 OF 14 TO AMENDMENT NO. 8]


         IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Amendment as of the day and year first above
written.


                                     [BORROWER]


                                            CHAMPION ENTERPRISES, INC.

                                            By: /s/ John J. Collins, Jr.
                                                --------------------------------
                                            Name: John J. Collins, Jr.
                                                  ------------------------------
                                            Title: Senior Vice President [Seal]
                                                   -----------------------------




                                     [GUARANTORS]


                                            EACH GUARANTOR LISTED ON
                                            SCHEDULE 1 HERETO

                                            By: /s/ John J. Collins, Jr.
                                                --------------------------------
                                            Name:  John J. Collins, Jr.
                                                  ------------------------------
                                            Title: Vice President [Seal]
                                                   -----------------------------
                                                   of each Guarantor listed on
                                                   Schedule 1

<PAGE>


                   [SIGNATURE PAGE 2 OF 14 TO AMENDMENT NO. 8]

                               [BANKS AND AGENTS]


                                       BANK ONE, MICHIGAN, individually and
                                       as Administrative Agent and Syndication
                                       Agent



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







<PAGE>


                   [SIGNATURE PAGE 3 OF 14 TO AMENDMENT NO. 8]





                                              COMERICA BANK, individually and as
                                              Documentation Agent



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







<PAGE>


                   [SIGNATURE PAGE 4 OF 14 TO AMENDMENT NO. 8]





                                               PNC BANK, NATIONAL ASSOCIATION



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







<PAGE>


                   [SIGNATURE PAGE 5 OF 14 TO AMENDMENT NO. 8]





                                       NATIONAL CITY BANK, individually and
                                       as Co-Agent



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







<PAGE>


                   [SIGNATURE PAGE 6 OF 14 TO AMENDMENT NO. 8]





                                      HARRIS TRUST AND SAVINGS BANK,
                                      individually and as Co-Agent



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




<PAGE>


                   [SIGNATURE PAGE 7 OF 14 TO AMENDMENT NO. 8]





                                        KEYBANK NATIONAL ASSOCIATION,
                                        individually and as Co-Agent



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







<PAGE>


                   [SIGNATURE PAGE 8 OF 14 TO AMENDMENT NO. 8]





                                   BANK OF AMERICA, N.A., individually
                                   and as Co-Agent



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







<PAGE>


                   [SIGNATURE PAGE 9 OF 14 TO AMENDMENT NO. 8]





                                        WACHOVIA BANK, N.A., individually
                                        and as Co-Agent



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





<PAGE>


                  [SIGNATURE PAGE 10 OF 14 TO AMENDMENT NO. 8]



                                            STANDARD FEDERAL BANK



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





                                            MICHIGAN NATIONAL BANK



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







<PAGE>


                  [SIGNATURE PAGE 11 OF 14 TO AMENDMENT NO. 8]





                                            THE BANK OF TOKYO-MITSUBISHI,
                                            LTD., CHICAGO BRANCH



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




<PAGE>


                  [SIGNATURE PAGE 12 OF 14 TO AMENDMENT NO. 8]





                                            THE BANK OF NOVA SCOTIA



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







<PAGE>


                  [SIGNATURE PAGE 13 OF 14 TO AMENDMENT NO. 8]





                                       HIBERNIA NATIONAL BANK



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







<PAGE>


                  [SIGNATURE PAGE 14 OF 14 TO AMENDMENT NO. 8]





                                           CREDIT SUISSE FIRST BOSTON



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



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


<PAGE>


                                   SCHEDULE 1


[GUARANTORS]

A-1 HOMES GROUP, INC., a Michigan corporation

ACCENT MOBILE 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

CHI, INC., A Kansas 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

CLIFF AVE. INVESTMENTS, INC., a South Dakota corporation

COLONIAL HOUSING, INC., a Texas corporation

COUNTRY ESTATE 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



<PAGE>

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
(Champion GP, Inc. is General Partner authorized to execute documents on behalf
of limited partnership)

GRAND MANOR, INC., a Michigan corporation

HEARTLAND HOMES, L.P., a Texas limited partnership

HOMEPRIDE FINANCE CORP., 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 Arizona, Inc. is sole member/manager authorized to execute
documents on behalf of limited liability company)

HOMES AMERICA OF UTAH, INC., a Utah corporation

HOMES AMERICA OF WYOMING, INC., a Wyoming corporation

HOMES AMERICA, INC., a Michigan corporation

HOMES OF KENTUCKIANA, L.L.C., a Kentucky limited liability company
(Trading Post Mobile Homes, Inc. is sole member authorized to execute documents
on behalf of limited liability company)

HOMES OF LEGEND, INC., a Michigan corporation

HOMES OF MERIT, INC., a Florida corporation

I.D.A., INCORPORATED, 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


                                      - 2 -

<PAGE>

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 business trust

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

TRADING POST MOBILE HOMES, INC., a Kentucky corporation

U.S.A. MOBILE HOMES, INCORPORATED, an Oregon corporation

VICTORY INVESTMENT CO., 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



                                     - 3 -
<PAGE>


                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                   Page 1 of 4

PART 1 - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES TO BANKS

<TABLE>
<CAPTION>
                                                                       AMOUNT OF
                                                                    REVOLVING CREDIT
         BANK                                                          COMMITMENT                RATABLE SHARE
         ----                                                          ----------                -------------
<S>                                                                 <C>                        <C>
NAME:  PNC Bank, National Association
ADDRESS:
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222
Attention: Louis Cestello                                              $ 6,923,025                       9.2307%
Telephone(412) 762-8239
Telecopy: (412) 762-7353


NAME:  Comerica Bank
ADDRESS:  500 Woodward Avenue
Detroit, MI  48226
Attention:  Robert Porterfield
Telephone:     (313) 222-7802
Telecopy:      (313) 222-9514                                          $ 6,923,025                       9.2307%


NAME:  Bank One, Michigan
ADDRESS:  611 Woodward Avenue, 2nd Floor
Detroit, MI  48226
Attention:  Thomas A. Gamm
Telephone:     (313) 225-2531
Telecopy:      (313) 225-2290                                          $10,153,875                      13.5385%



NAME:  National City Bank
ADDRESS:  1001 South Worth Street
Birmingham, MI  48009
Attention:  Carolann M. Morykwas
Telephone:     (248) 901-2110                                          $ 5,769,225                       7.6923%
Telecopy:      (248) 901-2033
</TABLE>


<PAGE>


                                 SCHEDULE 1.1(B)
                                   (CONTINUED)

                                   Page 2 of 4

PART 1 - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES TO BANKS

<TABLE>
<CAPTION>
                                                                       AMOUNT OF
                                                                    REVOLVING CREDIT
         BANK                                                          COMMITMENT                RATABLE SHARE
         ----                                                          ----------                -------------
<S>                                                                 <C>                        <C>
NAME:  Harris Trust and Savings Bank
ADDRESS:  111 West Monroe
Chicago, IL  60603
Attention:  Danjuma Gibson
Telephone:     (312) 461-7100
Telecopy:      (312) 461-5225                                           $5,769,225                       7.6923%


NAME:  KeyBank National Association
ADDRESS:  127 Public Square
Cleveland, OH  44114-1306
Attention:  Nadine Eames
Telephone:     (216) 689-4370                                           $5,769,225                       7.6923%
Telecopy:      (216) 689-8468

NAME:  Bank of America, N.A.
ADDRESS:  231 South LaSalle Street, 9th Floor
Chicago, IL  60697
Attention:  William A. Uruba
Telephone:     (312) 923-6190
Telecopy:      (312) 987-0303                                           $5,769,225                       7.6923%


NAME:  Wachovia Bank, N.A.
ADDRESS:  191 Peachtree Street N.E.
Atlanta, GA  30303
Attention:  Jill Snyder
Telephone:     (404) 332-4301                                           $5,769,225                       7.6923%
Telecopy:      (404) 332-4058
</TABLE>


                                     - 2 -

<PAGE>


                                 SCHEDULE 1.1(B)
                                   (CONTINUED)

                                   Page 3 of 4

PART 1 - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES TO BANKS

<TABLE>
<CAPTION>
                                                                       AMOUNT OF
                                                                    REVOLVING CREDIT
         BANK                                                          COMMITMENT                RATABLE SHARE
         ----                                                          ----------                -------------
<S>                                                                 <C>                        <C>
NAME:  Standard Federal Bank
ADDRESS:  2600 West Big Beaver Road
Troy, MI  48084
Attention:  Gregory E. Castle
Telephone:     (248) 822-5683
Telecopy:      (248) 637-5003                                           $4,153,875                       5.5385%


NAME:  The Bank of Tokyo-Mitsubishi, Ltd.,
          Chicago Branch
ADDRESS:  227 W. Monroe St, Ste. 2300
Chicago, IL  60606
Attention:  Thomas Denio
Telephone:     (312) 696-4665
Telecopy:      (312) 696-4535                                           $4,153,875                       5.5385%


NAME:  Michigan National Bank
ADDRESS:  27777 Inkster Road
Farmington Hills, MI  48334
Attention:  Daniel Forhan
Telephone:     (248) 473-4336
Telecopy:      (248) 473-3220                                           $4,153,875                       5.5385%


NAME:  The Bank of Nova Scotia
ADDRESS:  181 W. Madison St., Ste. 3700
Chicago, IL  60602
Attention:  Thomas P. Myhre
Telephone:     (312) 201-4186
Telecopy:      (312) 201-4108                                           $3,230,775                       4.3077%
</TABLE>




                                     - 3 -

<PAGE>


                                 SCHEDULE 1.1(B)
                                   (CONTINUED)

                                   Page 4 of 4

PART 1 - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES TO BANKS

<TABLE>
<CAPTION>
                                                                       AMOUNT OF
                                                                    REVOLVING CREDIT
         BANK                                                          COMMITMENT                RATABLE SHARE
         ----                                                          ----------                -------------
<S>                                                                 <C>                        <C>
NAME:  Hibernia National Bank
ADDRESS:  313 Carondelet Street, 12th Fl
New Orleans, LA  70130
Attention:  Lloyd Drumm
Telephone:     (504) 533-2263
Telecopy:      (504) 533-5344                                           $ 3,230,775                  4.3077%

NAME:  Credit Suisse First Boston
ADDRESS:  11 Madison Avenue
New York, NY  10010-3629
Attention:  David Kratovil
Telephone:     (212) 325-9155
Telecopy:      (212) 325-8815                                           $ 3,230,775                  4.3077%

         Total                                                          $75,000,000                     100%
                                                                        ===========                     ===

</TABLE>

                                     - 4 -

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>k65516ex10-2.txt
<DESCRIPTION>NINTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2



                       AMENDMENT NO. 9 TO CREDIT AGREEMENT


                  THIS AMENDMENT NO. 9 TO CREDIT AGREEMENT (the "Amendment")
dated as of October 15, 2001, by and among Champion Enterprises, Inc., a
Michigan corporation, (the "Borrower"), each of the Guarantors (as defined in
the Credit Agreement which is hereinafter defined), the Banks (as defined in the
Credit Agreement), Bank One, Michigan, successor to NBD Bank, in the capacity as
Administrative Agent and Syndication Agent, Comerica Bank, in the capacity as
Documentation Agent, and National City Bank, Harris Trust and Savings Bank,
Keybank, National Association, Bank of America, N.A. and Wachovia Bank, N.A., as
Co-Agents.

                              W I T N E S S E T H:

                  WHEREAS, the parties hereto are parties to that certain Credit
Agreement dated as of May 5, 1998, as amended, (the "Credit Agreement"),
pursuant to which the Banks provide a $75,000,000 revolving credit facility to
the Borrower; and

                  WHEREAS, the Borrower, the Banks and the Agent desire to amend
the Credit Agreement as hereinafter provided.

                  NOW, THEREFORE, the parties hereto, in consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, covenant and agree as follows:

         1.       Definitions.

         Defined terms used herein unless otherwise defined herein shall have
the meanings ascribed to them in the Credit Agreement, as hereby amended.

         2.       Amendment of Credit Agreement.

                  The following definitions set forth in Section 1.1 of the
Credit Agreement are hereby amended and restated as follows:

                           "Consolidated Cash Flow From Operations for any
period of determination shall mean (i) the sum of net income, depreciation,
amortization, interest expense, income tax expense, and, without duplication,
Approved Non-Cash Charges and Plant Closing Charges, plus one-time charges not
in excess of $4,000,000 taken by the Borrower and its Subsidiaries during the
period from September 1 through December 31, 2001, which are related to losses
on the loan portfolio of Homepride Finance Corp., minus (ii) noncash credits to
net


<PAGE>
income and gains on the disposition of assets to the extent included in net
income but not included in operating income, in each case of the Borrower and
its Subsidiaries for such period determined and consolidated in accordance with
GAAP.

                           Retail Finance Companies shall mean collectively, and
Retail Finance Company shall mean separately, a Person, other than an
individual, primarily engaged in the business of making loans to retail
purchasers of manufactured housing products subject to the underwriting
standards of purchasers of such types of loans, provided that the loans which
are held by Retail Finance Companies which are Subsidiaries of the Borrower and
which are in excess of sixty (60) days past the due date for such loans shall
not at any time exceed (i) during the period from October 15, 2001, through
December 30, 2001, $9,000,000 and (ii) during the period from and after December
31, 2001, $5,000,000."

         3.       Waiver.

         The Banks hereby waive compliance by the Loans Parties (i) with respect
to the covenant set forth in Section 7.2.4(iv) to the extent that the loans,
advances and investments of the Loan Parties and their Subsidiaries in
Subsidiaries which are Retail Finance Companies exceeded five percent (5%) of
Consolidated Net Worth at any time prior to September 27, 2001, and (ii) to the
extent that the loans which are held by Retail Finance Companies which are
Subsidiaries of the Borrower and which are in excess of sixty (60) days past the
due date for such loans exceeded $5,000,000 at any time prior to October 15,
2001. The foregoing waivers are limited to the specific covenants and periods
set forth in the preceding sentence and do not constitute an agreement by the
Banks to waive any other covenants or to waive such covenants for any other
periods.

         4.       Amendment Fee.

         The Borrower shall pay to the Agent, for the benefit of the approving
Banks, an amendment fee in an amount equal to twenty (20) basis points of the
aggregate Revolving Credit Commitments of the Banks which have executed and
delivered this Amendment on or before 4:00 p.m. Eastern Standard Time, on
October 15, 2001, such fee to be allocated to such approving Banks in accordance
with their respective Ratable Share.

         5.       Conditions of Effectiveness of Amendment.

         The effectiveness of this Amendment is expressly conditioned upon
satisfaction of each of the following conditions precedent:

                  A. The representations and warranties of the Borrower
contained in Article V of the Credit Agreement shall be true and accurate on the
date hereof with the same effect as though such representations and warranties
had been made on and as of such date (except representations and warranties
which relate solely to an earlier date or time, which representations and
warranties shall be true and correct on and as of the specific dates or times
referred to therein), and the Borrower and the Guarantors shall have performed
and complied with all covenants and conditions under the Loan Documents and
hereof; no Event of Default or

                                      -2-
<PAGE>
Potential Default under the Credit Agreement and the other Loan Documents shall
have occurred and be continuing or shall exist other than those specific Events
of Default and Potential Defaults which have been expressly waived by the Banks;
and an Authorized Officer shall have delivered to the Agent for the benefit of
each Bank a duly executed certificate dated the date hereof certifying as to the
items in this Section 5.A.

                  B. There shall be delivered to the Agent for the benefit of
each Bank a certificate, dated as of the date hereof and signed by the Secretary
or an Assistant Secretary of the Borrower and each Guarantor, certifying as
appropriate as to:

                                    (a) all action taken by such party in
connection with this Amendment and the other Loan Documents;

                                    (b) the names of the officer or officers
authorized to sign this Amendment and the other documents executed and delivered
in connection herewith and described in this Section 5 and the true signatures
of such officer or officers and, in the case of the Borrower, specifying the
Authorized Officers permitted to act on behalf of the Borrower for purposes of
the Loan Documents and the true signatures of such officers, on which the Agent
and each Bank may conclusively rely; and

                                    (c) copies of its organizational documents,
including its certificate of incorporation and bylaws if it is a corporation,
its certificate of partnership and partnership agreement if it is a partnership,
and its certificate of organization and limited liability company operating
agreement if it is a limited liability company, in each case as in effect on the
date hereof, certified by the appropriate state official where such documents
are filed in a state office together with certificates from the appropriate
state officials as to the continued existence and good standing of the Borrower
and each Guarantor in each state where organized; provided that the Borrower and
each of the Guarantors may, in lieu of delivering copies of the foregoing
organizational documents and good standing certificates, certify that the
organizational documents and good standing certificates previously delivered by
the Borrower and the Guarantors to the Agent on May 5, 1998 or thereafter,
remain in effect and have not been amended.

                  C. The Borrower shall pay or cause to be paid [the amendment
fee described in Section 4 above and all other] costs and expenses accrued
through the date hereof and the costs and expenses of the Agent and the Banks
including, without limitation, reasonable fees of the Agent's counsel.

                  D. All consents required to effectuate the transactions
contemplated hereby shall have been obtained and copies thereof shall have been
delivered to the Agent for the benefit of the Banks.

                  E. On the date hereof there shall have been no Material
Adverse Change, and since January 1, 2001, no Material Adverse Change shall have
occurred with respect to the operations or financial condition of the Borrower
or any of its Significant Subsidiaries.



                                      -3-
<PAGE>
                  F. On the date hereof no action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or legislative body to enjoin, restrain or
prohibit, or to obtain damages in respect of, the Credit Agreement, or any Loan
Documents or the consummation of the transactions contemplated hereby or which,
in the Agent's reasonable discretion, could result in a Material Adverse Change.

                  G. Each of the Guarantors, by its execution below of this
Amendment, hereby confirms its continuing obligations under the Guaranty
Agreement, and each of the Guarantors hereby confirms its continuing obligations
under the Guaranty by execution and delivery of this Amendment. Each of the
Guarantors represents and warrants that it is a party to the Guaranty Agreement,
either by execution of the Guaranty Agreement or by joinder to the Guaranty
Agreement in accordance with the provisions of Section 10.18 of the Credit
Agreement.

                  H. All legal details and proceedings in connection with the
transactions contemplated by this Amendment shall be in form and substance
satisfactory to the Agent, the Agent shall have received from the Borrower and
the Required Banks an executed original of this Amendment and the Agent shall
have received all such other counterpart originals or certified or other copies
of such documents and proceedings in connection with such transactions, in form
and substance satisfactory to the Agent.

         6. Force and Effect. Except as otherwise expressly modified by this
Amendment, the Credit Agreement and the other Loan Documents are hereby ratified
and confirmed and shall remain in full force and effect after the date hereof.

         7. Governing Law. This Amendment shall be deemed to be a contract under
the laws of the Commonwealth of Pennsylvania and for all purposes shall be
governed by and construed and enforced in accordance with the internal laws of
the Commonwealth of Pennsylvania without regard to its conflict of laws
principles.

         8. Effective Date; Certification of the Borrower. This Amendment shall
be dated as of and shall be binding, effective and enforceable upon the date of
(i) satisfaction of all conditions set forth in Section 5 hereof and (ii)
receipt by the Agent of duly executed original counterparts of this Amendment
from the Borrower, the Guarantors and the Required Banks, and from and after
such date this Amendment shall be binding upon the Borrower, the Guarantors,
each Bank and the Agent, and their respective successors and assigns permitted
by the Credit Agreement.

                            [SIGNATURE PAGES FOLLOW]


                                      -4-
<PAGE>


                   [SIGNATURE PAGE 1 OF 14 TO AMENDMENT NO. 9]



         IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Amendment as of the day and year first above
written.



                                   [BORROWER]


                                           CHAMPION ENTERPRISES, INC.


                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:                         [Seal]
                                                 -------------------------




                                  [GUARANTORS]


                                           EACH GUARANTOR LISTED ON
                                           SCHEDULE 1 HERETO


                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:                         [Seal]
                                                 -------------------------
                                                 of each Guarantor listed on
                                                 Schedule 1



                                      -1-
<PAGE>


                   [SIGNATURE PAGE 2 OF 14 TO AMENDMENT NO. 9]

                               [BANKS AND AGENTS]


                                            BANK ONE, MICHIGAN, individually and
                                            as Administrative Agent and
                                            Syndication Agent



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







<PAGE>


                   [SIGNATURE PAGE 3 OF 14 TO AMENDMENT NO. 9]





                                            COMERICA BANK, individually and as
                                            Documentation Agent



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







<PAGE>


                   [SIGNATURE PAGE 4 OF 14 TO AMENDMENT NO. 9]





                                            PNC BANK, NATIONAL ASSOCIATION



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







<PAGE>


                   [SIGNATURE PAGE 5 OF 14 TO AMENDMENT NO. 9]





                                            NATIONAL CITY BANK, individually and
                                            as Co-Agent



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







<PAGE>


                   [SIGNATURE PAGE 6 OF 14 TO AMENDMENT NO. 9]





                                            HARRIS TRUST AND SAVINGS BANK,
                                            individually and as Co-Agent



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




<PAGE>


                   [SIGNATURE PAGE 7 OF 14 TO AMENDMENT NO. 9]





                                            KEYBANK NATIONAL ASSOCIATION,
                                            individually and as Co-Agent



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







<PAGE>


                   [SIGNATURE PAGE 8 OF 14 TO AMENDMENT NO. 9]





                                            BANK OF AMERICA, N.A., individually
                                            and as Co-Agent



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







<PAGE>


                   [SIGNATURE PAGE 9 OF 14 TO AMENDMENT NO. 9]





                                            WACHOVIA BANK, N.A., individually
                                            and as Co-Agent



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





<PAGE>


                  [SIGNATURE PAGE 10 OF 14 TO AMENDMENT NO. 9]



                                            STANDARD FEDERAL BANK



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





                                            MICHIGAN NATIONAL BANK



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







<PAGE>


                  [SIGNATURE PAGE 11 OF 14 TO AMENDMENT NO. 9]





                                            THE BANK OF TOKYO-MITSUBISHI,
                                            LTD., CHICAGO BRANCH



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




<PAGE>


                  [SIGNATURE PAGE 12 OF 14 TO AMENDMENT NO. 9]





                                            THE BANK OF NOVA SCOTIA



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







<PAGE>


                  [SIGNATURE PAGE 13 OF 14 TO AMENDMENT NO. 9]





                                            HIBERNIA NATIONAL BANK



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







<PAGE>


                  [SIGNATURE PAGE 14 OF 14 TO AMENDMENT NO. 9]





                                            CREDIT SUISSE FIRST BOSTON



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



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


<PAGE>

                                   SCHEDULE 1


[GUARANTORS]

A-1 HOMES GROUP, INC., a Michigan corporation

ACCENT MOBILE 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

CHI, INC., A Kansas 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

CLIFF AVE. INVESTMENTS, INC., a South Dakota corporation

COLONIAL HOUSING, INC., a Texas corporation

COUNTRY ESTATE 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


<PAGE>

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
(Champion GP, Inc. is General Partner authorized to execute documents on behalf
of limited partnership)

GRAND MANOR, INC., a Michigan corporation

HEARTLAND HOMES, L.P., a Texas limited partnership

HOMEPRIDE FINANCE CORP., 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 Arizona, Inc. is sole member/manager authorized to execute
documents on behalf of limited liability company)

HOMES AMERICA OF UTAH, INC., a Utah corporation

HOMES AMERICA OF WYOMING, INC., a Wyoming corporation

HOMES AMERICA, INC., a Michigan corporation

HOMES OF KENTUCKIANA, L.L.C., a Kentucky limited liability company
(Trading Post Mobile Homes, Inc. is sole member authorized to execute documents
on behalf of limited liability company)

HOMES OF LEGEND, INC., a Michigan corporation

HOMES OF MERIT, INC., a Florida corporation

I.D.A., INCORPORATED, 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


                                      -2-
<PAGE>

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 business trust

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

TRADING POST MOBILE HOMES, INC., a Kentucky corporation

U.S.A. MOBILE HOMES, INCORPORATED, an Oregon corporation

VICTORY INVESTMENT CO., 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





                                      -3-

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