Filed pursuant to Rule 424(b)(3)

                                                               File # 333-104055

                THIRD PROSPECTUS SUPPLEMENT DATED JANUARY 5, 2004

                                       TO

                          PROSPECTUS DATED MAY 21, 2003

                                5,000,000 SHARES

                           CHAMPION ENTERPRISES, INC.

                                  COMMON STOCK
                                ($1.00 PAR VALUE)

         This prospectus supplement supplements the prospectus dated May 21,
2003 of Champion Enterprises, Inc. ("Champion") relating to 5,000,000 shares of
common stock, $1.00 par value per share, of Champion issuable upon conversion of
Convertible Promissory Notes held by the selling shareholders. This prospectus
supplement should be read in conjunction with the prospectus and is qualified by
reference to the prospectus, except to the extent that the information presented
in this prospectus supplement supercedes the information contained in the
prospectus.

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

           The date of this Prospectus Supplement is January 5, 2004.





         The section of the Prospectus under the heading "Selling Shareholders"
is amended to read in its entirety as follows:

         Certain information concerning the selling shareholders is provided
below. The following table was restated in a supplement to this Prospectus dated
January 5, 2004 and reflects selling shareholder information as of that date.



                                                                            Shares of Common Stock
                                                                          -------------------------
                                                                                                     Percent of
                                                                          Beneficially                 class
                               Present Positions, Offices or              owned as of     Offered      owned
                           Relationships with the Company and its         date of this    by this      after
      Name                   Affiliates During the Past 3 Years            Prospectus    Prospectus   Offering
      ----                   ----------------------------------            ----------    ----------   --------
                                             (4)                               (5)                      (6)
                                                                                          
John Bushman (1)          Consultant                                          65,054     1,160,388       0

ICA Group, Inc. (2)       N/A                                                 75,546     1,368,590       0

Investment Corp. of       N/A                                                 29,758       539,099       0
America (2)

Ed Lasater (3)            President                                           62,130       385,770       *

Roger Lasater (3)         Senior Vice President Sales & Marketing             47,255       249,185       *
                          for Champion Enterprises, Inc.
                          Formerly, EVP A-1 Homes Group LP,
                          President, Western Region Retail of
                          Champion Enterprises, Inc., President of
                          Genesis Homes

Jeff Bushman (1)          Formerly, Regional Vice President                   16,728       303,058       *

Gary Chipman              Regional Vice President                             14,116       212,698       *

Jim Kirk                  Formerly, Regional Vice President of                24,336       209,890       *
                          Homes America of Arizona, Inc.

Harvey Andrews            Formerly, General Manager                            8,640       156,525       *

Brad Bushman (1)          Formerly, General Manager Wholesale                  7,131       129,185       *
                          Division

Sandy Tucker              General Manager                                      3,157        32,293       *

Mike McGinnis             Director of Training                                 6,983        94,713       *
                          Formerly, General Manager

Ben Spector               Formerly, General Manager                            3,287        59,560       *

Gay Clary                 General Manager                                      7,661         5,193       *

Andy Lasater (3)          Executive Vice President                             5,841        51,473       *

Ron Borders               Formerly, Salesman, General Manager                    880        15,943       *

Eddie Harrison            Regional Vice President                              4,928        26,437       *
                          Formerly, General Manager


* Less than 1%

(1)  John Bushman is the father of Jeff Bushman and Brad Bushman. Each of these
     three disclaims beneficial ownership of the shares held by the other two.



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(2)  ICA Group, Inc. and Investment Corp. of America are both privately owned
     corporations. John Bushman, through the C&J Revocable Trust owns 84% of the
     common stock of each corporation and Ed Lasater owns the remaining 16%.

(3)  Ed Lasater, Roger Lasater and Andy Lasater are all brothers. Each of these
     three disclaims beneficial ownership of the shares held by the other two.

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

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

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








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