<SUBMISSION>
<ACCESSION-NUMBER>0000950124-02-003307
<TYPE>8-A12B/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20021030
<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-A12B/A
<ACT>34
<FILE-NUMBER>001-09751
<FILM-NUMBER>02803499
</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-A12B/A
<SEQUENCE>1
<FILENAME>k72661e8va12bza.txt
<DESCRIPTION>AMENDMENT NO. 1 TO FORM 8-A12B
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 8-A/A

                                 Amendment No. 1

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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


               Michigan                                   38-2743168
----------------------------------------       ---------------------------------
(State of incorporation or organization)       (IRS Employer Identification No.)

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

If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box.
   [X]

If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box.
   [ ]

<TABLE>
<S>                                                                             <C>
Securities Act Registration statement file number to which this form relates:        001-09751
                                                                                --------------------

                                                                                   (If applicable)
</TABLE>

Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
                                                                        Name of Each Exchange on Which
         Title of each class to be so registered                        Each Class is to be Registered
         ---------------------------------------                        ------------------------------
<S>                                                              <C>
             Preferred Stock Purchase Rights                     New York Stock Exchange, Inc.
                                                                 Chicago Stock Exchange, Incorporated
                                                                 The Pacific Exchange, Inc.
</TABLE>

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None.

<PAGE>

Item 1. Description of Securities to be Registered.

         On October 10, 2002, Champion Enterprises, Inc. (the "Company") and
Harris Trust and Savings Bank (the "Rights Agent") amended the Rights Agreement
(the "Rights Agreement"), dated as of January 9, 1996, between the Company and
the Rights Agent. The Amendment amends the defined term "Final Expiration Date"
changing it from February 5, 2006 to December 31, 2002, which will have the
effect of terminating the Rights Agreement by its terms on December 31, 2002.

         The Amendment is attached as an exhibit hereto, and is incorporated
herein by reference. Except as incorporated by reference herein, the description
of the Rights Agreement set forth in the Registration Statement on Form 8-A
initially filed by the Company with the Securities and Exchange Commission on
January 11, 1996, as amended to date, remains in full force and effect.

Item 2. Exhibits.

         Exhibit
         Number   Description

           1      Form of certificate representing Rights (included as Exhibit B
                  to the Form of Rights Agreement previously filed as Exhibit 2
                  to the Company's Registration Statement on Form 8-A filed on
                  January 11, 1996 and incorporated herein by reference).

           2      Rights Agreement dated as of January 9, 1996, between Champion
                  Enterprises, Inc. and Harris Trust and Savings Bank
                  (previously filed as Exhibit 2 to the Company's Registration
                  Statement on Form 8-A filed on January 11, 1996 and
                  incorporated herein by reference).

           3*     Amendment to Rights Agreement, dated as of October 10, 2002,
                  to the Rights Agreement dated as of January 9, 1996, between
                  Champion Enterprises, Inc. and Harris Trust and Savings Bank.

         *    Filed herewith.








                                       2
<PAGE>

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: October 30, 2002                    CHAMPION ENTERPRISES, INC.



                                          By:     /s/ John J. Collins, Jr.
                                                  ------------------------------
                                                  John J. Collins, Jr.
                                                  Senior Vice President &
                                                  General Counsel
















                                       3
<PAGE>

EXHIBIT INDEX

         Exhibit
         Number   Description

           1      Form of certificate representing Rights (included as Exhibit B
                  to the Form of Rights Agreement previously filed as Exhibit 2
                  to the Company's Registration Statement on Form 8-A filed on
                  January 11, 1996 and incorporated herein by reference).

           2      Rights Agreement dated as of January 9, 1996, between Champion
                  Enterprises, Inc. and Harris Trust and Savings Bank
                  (previously filed as Exhibit 2 to the Company's Registration
                  Statement on Form 8-A filed on January 11, 1996 and
                  incorporated herein by reference).

           3*     Amendment to Rights Agreement, dated as of October 10, 2002,
                  to the Rights Agreement dated as of January 9, 1996, between
                  Champion Enterprises, Inc. and Harris Trust and Savings Bank.

         *    Filed herewith.








                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>k72661exv3.txt
<DESCRIPTION>AMENDMENT TO RIGHTS AGREEMENT
<TEXT>
<PAGE>
                                                                       EXHIBIT 3


                          AMENDMENT TO RIGHTS AGREEMENT


         AMENDMENT, dated as of October 10, 2002, to the Rights Agreement, dated
as of January 9, 1996 (the "Rights Agreement"), between Champion Enterprises,
Inc., a Michigan corporation (the "Company"), and Harris Trust and Savings Bank,
an Illinois banking corporation (the "Rights Agent").

         WHEREAS, the Company and the Rights Agent have entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);

         WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 26 of the Rights Agreement.

         NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereby agree
as follows:

         1. Section 7(a)(i) of the Rights Agreement is hereby amended to read in
its entirety as follows:

         "(i) December 31, 2002 (the "Final Expiration Date"), or"

         2. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended hereby.

         3. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

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

CHAMPION ENTERPRISES, INC.                     HARRIS TRUST AND SAVINGS BANK

By:        /s/ John J.Collins, Jr.             By:    /s/  Martin J. McHale, Jr.
         --------------------------------             --------------------------
Name:    John J. Collins, Jr.                  Name:  Martin J. McHale, Jr.
Title:   Senior Vice President &               Title: Vice President
         General Counsel






                                       5

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