<PAGE>   1
                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark one)

     X         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934.


For Quarter Ended April 3, 1999

                                       OR

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934.


For the transition period from           to


Commission file number 1-9751


                           CHAMPION ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)


            MICHIGAN                                             38-2743168
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


2701 University Drive, Suite 300, Auburn Hills, MI                  48326
(Address of principal executive offices)                          (Zip Code)


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


      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

               Yes   X        NO

      Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

      48,586,450 shares of the registrant's $1.00 par value Common Stock were
      outstanding as of April 23, 1999.
<PAGE>   2
                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements.

                           CHAMPION ENTERPRISES, INC.
                         Consolidated Income Statements
                    (In thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                        April 3,       April 4,
                                                          1999           1998
<S>                                                    <C>            <C>
Net sales                                              $ 624,630      $ 463,025

Cost of sales                                            513,603        389,364

Gross margin                                             111,027         73,661

Selling, general and administrative expenses              70,293         43,288

Operating income                                          40,734         30,373

Other income (expense):
    Interest income                                          509            376
    Interest expense                                      (6,488)        (1,332)

Income before income taxes                                34,755         29,417

Income taxes                                              13,600         11,800

Net income                                             $  21,155      $  17,617



Basic earnings per share                               $    0.44      $    0.37

Weighted shares for basic EPS                             48,437         47,087



Diluted earnings per share                             $    0.43      $    0.36

Weighted shares for diluted EPS                           49,520         48,645
</TABLE>

See accompanying Notes to Consolidated Financial Statements.
<PAGE>   3
                           CHAMPION ENTERPRISES, INC.
                           Consolidated Balance Sheets
                    (In thousands, except par value amount)

<TABLE>
<CAPTION>
                                                      April 3,       January 2,
                                                        1999            1999
<S>                                                 <C>             <C>
                ASSETS

CURRENT ASSETS
  Cash and cash equivalents                         $    24,639     $    23,828
  Accounts receivable, trade                            112,057          61,043
  Inventories                                           275,853         244,142
  Deferred taxes and other current assets                63,118          56,627
    Total current assets                                475,667         385,640

PROPERTY AND EQUIPMENT
  Cost                                                  282,520         265,844
  Less-accumulated depreciation                          77,776          74,881
                                                        204,744         190,963

GOODWILL
  Cost                                                  496,086         449,821
  Less-accumulated amortization                          27,414          24,071
                                                        468,672         425,750

OTHER ASSETS                                             26,928          19,319
     Total assets                                   $ 1,176,011     $ 1,021,672

     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Floor plan payable                                $   147,300     $   135,332
  Accounts payable                                       70,034          47,762
  Accrued dealer discounts                               43,451          52,225
  Accrued warranty obligations                           49,964          46,032
  Accrued compensation and payroll taxes                 33,128          45,007
  Other current liabilities                              99,578          67,347
    Total current liabilities                           443,455         393,705

LONG-TERM LIABILITIES
  Long-term bank debt                                   200,000         118,000
  Deferred portion of purchase price                     34,700          47,200
  Other long-term liabilities                            67,878          57,521
                                                        302,578         222,721

SHAREHOLDERS' EQUITY
  Preferred stock, no par value, 5,000 shares
    authorized, none issued                                  --              --
  Common stock, $1 par value, 120,000 shares
    authorized, 48,523 and 48,270 shares issued
    and outstanding, respectively                        48,523          48,270
  Capital in excess of par value                         46,827          43,649
  Retained earnings                                     336,095         314,940
  Foreign currency translation adjustments               (1,467)         (1,613)
    Total shareholders' equity                          429,978         405,246

    Total liabilities and shareholders' equity      $ 1,176,011     $ 1,021,672
</TABLE>

See accompanying Notes to Consolidated Financial Statements.
<PAGE>   4
                           CHAMPION ENTERPRISES, INC.
                      Consolidated Statements of Cash Flows
                                 (In thousands)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                         April 3,     April 4,
                                                           1999         1998
<S>                                                      <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                               $  21,155    $  17,617
Adjustments to reconcile net income to net cash
  provided by (used for) operating activities:
  Depreciation and amortization                              9,034        5,647
  Increase/decrease, net of acquisitions
    Accounts receivable                                    (47,068)     (46,563)
    Inventories                                            (22,203)     (24,161)
    Accounts payable                                        20,317       44,484
    Accrued liabilities                                     (4,060)       2,095
    Other, net                                              (2,628)       4,688
Total adjustments                                          (46,608)     (13,810)
Net cash provided by (used for) operating activities       (25,453)       3,807

CASH FLOWS FROM DISCONTINUED OPERATIONS:
Proceeds on disposal, net                                       --        9,152
Net cash provided by discontinued operations                    --        9,152

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions                                               (47,242)    (143,694)
Additions to property and equipment                        (13,737)      (8,720)
Net cash used for investing activities                     (60,979)    (152,414)

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable to bank                           82,000      102,000
Increase in floor plan payable                               6,222        1,489
Repayment of long-term debt                                 (1,227)      (2,588)
Common stock issued, net                                     2,687        2,958
Common stock repurchased                                    (2,939)          --
Tax benefit of stock options exercised                         500        1,200
Net cash provided by financing activities                   87,243      105,059

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           811      (34,396)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD            23,828       60,280

CASH AND CASH EQUIVALENTS AT END OF PERIOD               $  24,639    $  25,884

ADDITIONAL CASH FLOW INFORMATION:
Cash paid for interest                                   $   5,230    $     991
Cash paid for income taxes                               $   1,900    $     270

SCHEDULE OF CASH FLOWS FROM ACQUISITIONS:
Guaranteed purchase price                                $  63,846    $ 184,450
Less:  Deferred portion of guaranteed purchase price        (3,246)     (26,040)
       Cash acquired                                       (18,325)     (15,626)
Plus:  Payments of deferred portion of purchase price        4,842           --
       Acquisition costs                                       125          910
                                                         $  47,242    $ 143,694
</TABLE>

See accompanying Notes to Consolidated Financial Statements.
<PAGE>   5
                           CHAMPION ENTERPRISES, INC.

                   Notes to Consolidated Financial Statements

1.    For each of the dates indicated, inventories consisted of the following
      (in thousands):

<TABLE>
<CAPTION>
                                                        April 3,      January 2,
                                                          1999          1999
      <S>                                               <C>           <C>
      Raw materials and work-in-process                 $ 67,842      $ 60,259
      Manufactured homes                                 208,011       183,883
                                                        $275,853      $244,142
</TABLE>


2.    The difference between income taxes provided for financial reporting
      purposes and expected charges at the U.S. federal statutory rate is due
      primarily to state tax charges.

      The components of the income tax provisions for the three months ended
      April 3, 1999 and April 4, 1998 follow (in thousands):

<TABLE>
<CAPTION>
                                                        April 3,        April 4,
                                                         1999             1998
<S>                                                     <C>             <C>
      Statutory U.S. tax rate                           $12,200         $10,300
      Increase in rate resulting from:
         State taxes                                      1,100           1,100
         Other                                              300             400
      Total provision                                   $13,600         $11,800

      Effective tax rate                                     39%             40%
</TABLE>

3.    The per share amounts are calculated under Statement of Financial
      Accounting Standards No. 128, "Earnings Per Share."


4.    In January 1999 the registrant acquired Homes of Merit, Inc. and Heartland
      Homes Group. Homes of Merit is the largest producer of manufactured
      housing in Florida and Heartland Homes is a Texas retailer of manufactured
      homes. During the first quarter of 1999, net cash of $41 million was paid
      for these acquisitions, financed from additional bank borrowings.
      Guaranteed purchase price for these companies totaled $62 million, with
      additional purchase price payments of up to $61.5 million over the next
      four years depending on the future performance of the acquired businesses.
      The acquisitions were accounted for using the purchase method and resulted
      in the recording of $45 million of goodwill.

      Throughout 1998 the registrant acquired 14 manufactured housing retail
      organizations and one manufactured home building facility. The aggregate
      purchase price for these 1998 acquisitions consisted of guaranteed
      purchase price of $295 million and contingent purchase price of up to $160
      million, potentially payable over the next five years based upon the
      future performance of the acquired businesses.

      Goodwill associated with acquisitions is generally amortized using the
      straight-line method over 40 years. Recognition of additional purchase
      price related to contingent amounts will result in the recording of a
      corresponding amount of goodwill. The results of operations of
      acquisitions are included with those of the registrant from the respective
      acquisition dates.

      Following are pro forma results of operations for the three month period
      ended April 4, 1998 assuming all 1998 and 1999 acquisitions had taken
<PAGE>   6
      place at the beginning of the fiscal period. The additional 1998 pro forma
      sales and income reflect 1998 results of the acquired companies prior to
      their respective acquisition dates. The pro forma results are not
      necessarily indicative of future earnings or earnings that would have been
      reported had the acquisitions been completed when assumed. The pro forma
      results should not be taken as indicative of results for a full year.

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                April 4, 1998
<S>                                                           <C>
      Net sales                                                    $587,575

      Income before income taxes                                   $ 32,400
      Income taxes                                                   13,000
      Net income                                                   $ 19,400

      Income per diluted share                                     $   0.40
</TABLE>

5.    Floor plan liabilities are borrowings from various financial institutions
      secured principally by retail inventories of manufactured homes. Interest
      on these liabilities generally ranges from the prime rate minus 0.5% to
      the prime rate plus 1.5%.


6.    The sale of the commercial vehicles business for approximately $10 million
      was completed in February 1998. Related amounts are classified as
      discontinued operations.


7.    In May 1998 the registrant entered into a five-year revolving credit
      agreement which provides a $325 million unsecured line of credit,
      including letters of credit. Beginning in 1999 the credit agreement
      provides for annual reductions in the line of credit for three years,
      until the line is reduced to $175 million in September 2001. At the
      registrant's option borrowings are subject to interest either at the
      bank's prime rate or the bank's Eurodollar rate plus from 0.575% to 1.0%.
      In addition, the registrant pays a facility fee ranging from 0.15% to
      0.25% of the entire line of credit and a letter of credit fee. The
      agreement also contains convenants which, among other things, require
      maintenance of certain financial ratios and minimum net worth and limit
      additional indebtedness.

8.    On May 3, 1999 the registrant completed an offering for $200 million of
      unsecured Senior Notes due May 15, 2009 with interest payable
      semi-annually at an annual rate of 7.625%. The net proceeds from the
      offering will be used to reduce bank debt and for general corporate
      purposes, including possible acquisitions of other companies or assets.


9.    Reconciliations of segment sales to consolidated sales and segment EBITA
      (earnings before interest, taxes, goodwill amortization and corporate
      office costs) to consolidated operating income follow:

<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                       April 3,       April 4,
      (in thousands)                                    1999            1998
<S>                                                   <C>             <C>
      Net sales
        Manufacturing                                 $ 506,476       $ 424,426
        Retail                                          185,154          66,599
        Less: intercompany                              (67,000)        (28,000)
        Consolidated net sales                        $ 624,630       $ 463,025

      Operating income
        Manufacturing EBITA                           $  41,332       $  35,367
        Retail EBITA                                     13,177           5,545
        General corporate expenses                       (6,032)         (5,468)
        Intercompany profit elimination                  (4,400)         (3,300)
        Goodwill amortization                            (3,343)         (1,771)
        Consolidated operating income                 $  40,734       $  30,373
</TABLE>
<PAGE>   7
10.   The Consolidated Financial Statements are unaudited, but in the opinion of
      management include all adjustments necessary for a fair presentation of
      the results of the interim period. Financial results of the interim period
      are not necessarily indicative of results that may be expected for any
      other interim period or for the fiscal year.


                 Item 2. Management's Discussion and Analysis of
                 Financial Condition and Results of Operations.

                           CHAMPION ENTERPRISES, INC.

Three months ended April 3, 1999 versus three months ended April 4, 1998

Overview

In the quarter ended April 3, 1999, Champion achieved record first quarter sales
and earnings. Consolidated revenues grew 35% due to higher wholesale volume,
internal expansions and acquisitions completed in 1998 and early-1999.
Throughout 1998 the registrant acquired 14 manufactured housing retail
organizations and a home building facility. In January 1999 the registrant
completed the acquisitions of Homes of Merit, Florida's largest producer of
manufactured homes, and Heartland Homes, a Texas housing retailer.

Total gross margin and selling, general and administrative expenses ("SG&A")
rose in 1999 due to higher wholesale volume, acquisitions and expanded retail
operations. As a percent of revenues, gross margin and SG&A increased due to
expanded retail operations. Quarterly operating margins were 6.5% of
sales, comparable to a year ago. Net income for the quarter increased 20% to
$21.2 million, compared to $17.6 million in the prior year's first quarter.
Income per diluted share rose 19% to $0.43 in 1999, compared to $0.36 per
diluted share in 1998.

Consolidated
(Dollars in millions)

<TABLE>
<CAPTION>
                                             Three Months Ended
                                            April 3,       April 4,          %
                                             1999            1998         Change
<S>                                         <C>            <C>            <C>
Net sales:
  Manufacturing                             $506.5          $424.4           19%
  Retail                                     185.1            66.6          178%
  Less:  intercompany                        (67.0)          (28.0)
Total net sales                             $624.6          $463.0           35%

Gross margin                                $111.0          $ 73.7           51%
SG&A                                          70.3            43.3           62%
Operating income                            $ 40.7          $ 30.4           34%

As a percent of sales
  Gross margin                                17.8%           15.9%
  SG&A                                        11.3%            9.3%
  Operating income                             6.5%            6.6%
</TABLE>
<PAGE>   8

Manufacturing Operations

<TABLE>
<CAPTION>
                                                Three Months Ended
                                                April 3,    April 4,         %
                                                 1999        1998         Change
<S>                                             <C>         <C>           <C>
Net sales (in millions)                         $ 506.5     $ 424.4          19%
Segment income (in millions)                    $  41.3     $  35.4          17%
Segment margin                                      8.2%        8.3%
Homes sold                                       18,830      16,175          16%
Floors sold                                      31,291      26,130          20%
Multi-section mix                                    65%         60%
Average home price                              $26,900     $26,200           3%
Manufacturing facilities-end of period               65          56          16%
</TABLE>

Manufacturing revenues increased 19% in the first quarter due to the Homes of
Merit acquisition and higher volume. Wholesale home shipments and floors sold
were up 16% and 20%, respectively, from a year ago. A floor is a section of a
home. A single-section home is comprised of one floor, while a multi-section
home is comprised of two or more floors. Of the total wholesale shipments, 87%
were to independent retailers and the remaining 13% were to company-operated
sales centers. The wholesale multi-section mix was 65%, compared to 60% in the
first quarter of 1998.

Excluding Homes of Merit from both periods, the registrant's wholesale shipments
of homes and floors sold rose 9.4% and 11.2%, respectively, from a year earlier.
According to data reported by the National Conference of States on Building
Codes and Standards ("NCSBCS"), U.S. industry wholesale shipments for January
and February of 1999 increased 3.0% in homes and 6.2% in floors from the
comparable 1998 period.

Although dealer orders can be cancelled at anytime without penalty, and unfilled
orders are not necessarily an indication of future business, the registrant's
unfilled orders for wholesale housing at April 3, 1999 totaled approximately $62
million, compared to $75 million a year ago, excluding Homes of Merit from both
periods. Including six Homes of Merit plants, the registrant now has 65 home
building facilities, compared to 56 one year earlier.


Retail Operations

<TABLE>
<CAPTION>
                                               Three Months Ended
                                              April 3,     April 4,          %
                                                1999         1998         Change
<S>                                           <C>          <C>            <C>
Net sales (in millions)                       $ 185.1      $  66.6          178%
Segment income (in millions)                  $  13.2      $   5.6          138%
Segment margin                                    7.1%         8.3%
New homes sold                                  3,833        1,484          158%
Pre-owned homes sold                              996          346          188%
Total homes sold                                4,829        1,830          164%
% Champion produced-new homes sold                 57%          42%
Average new home price                        $44,900      $43,500            3%
Sales centers-end of period                       268          143
</TABLE>
<PAGE>   9
Retail sales substantially increased in 1999 due to expanded retail operations
resulting from acquisitions and internal expansions. At April 3, 1999 retail
sales centers totaled 268 locations in 28 states, compared to 143 locations a
year ago and 246 at December 1998. During the first quarter of 1999, nine retail
locations were acquired upon the Heartland Homes acquisition and 13 net
locations were added through internal expansions and minor acquisitions of other
retail companies.

Segment income, before inventory financing charges, was $13.2 million, or 7.1%
of related sales. Margins in the quarter were affected by start-up and expansion
costs for new sales locations. In the first quarter of 1999, 57% of new retail
homes sold were produced by Champion facilities. 


Other Matters

During the quarter a non-cash accounting charge of approximately $4.4 million
was recorded to eliminate the manufacturing profits in inventories of Champion
produced homes at company-operated sales centers.Interest expense was higher in
1999 due to increased amounts outstanding on the registrant's line of credit and
floor plan payable. Income tax expense in 1999 increased due to higher pretax
income. The effective tax rate was 39% in 1999, compared to 40% in 1998, as a
result of lower state tax rates due to certain acquisitions.


                                 Year 2000 Issue

The company began assessments in prior years to identify the work required to
assure that its computer systems successfully operate after January 1, 2000.
This review included analyzing software internally developed, software licensed
from third parties and related issues of significant suppliers, including
wholesale and retail financing companies. It has been determined that a small
portion of the registrant's computer systems could be affected by the Year 2000
Issue. The process of replacing or modifying such software and hardware was
started in 1997 and remaining changes are expected to be completed by mid-1999.
Costs incurred to date by the company related to the Year 2000 Issue have been
immaterial and were charged to expense as incurred. Remaining costs to make the
registrant's computer systems year 2000 compliant are not expected to have a
material effect on results of operations, liquidity or capital resources.

The registrant is dependent upon licensed software for a significant portion of
its computer applications. It has been represented by these suppliers that such
third-party software is year 2000 compliant. The registrant's operations are
also dependent on an adequate supply of raw materials, energy and utilities,
delivery services, and wholesale and retail financing. The company uses a
variety of vendors for these products and services, and is reviewing its major
vendors to determine the potential impact of the Year 2000 Issue. Management is
not aware of any significant problems with these vendors relating to this issue.
In the event that certain suppliers are not year 2000 compliant, the company
could be adversely affected.


                         Liquidity and Capital Resources

Cash balances totaled $25 million at April 3, 1999. During the quarter, $25
million of cash was used for operations, primarily for working capital needs.
<PAGE>   10
Bank borrowings increased $82 million, generally due to the Homes of Merit and
Heartland Homes acquisitions and for working capital needs. Net cash totaling
$47 million was used for these acquisitions and other acquisition related
payments. Expenditures for the quarter included $14 million for capital
improvements and $3 million for common stock repurchases. These buybacks,
totaling 151,000 shares during the quarter, were pursuant to a Board of
Directors authorization for up to 3.0 million shares. Through May 5, 1999 a
total of 217,000 shares at a cost of $4 million were repurchased under this
program. During first quarter cash of $3 million was generated from stock option
exercises and related tax benefits and $6 million from increased floor plan
payables.

Assets and liabilities increased during the quarter due to acquisitions and
higher wholesale revenues in March 1999 as compared to December 1998. Accrued
compensation and dealer discounts decreased during first quarter due to payments
made under annual programs. At quarter end debt was 45% of total capital.
Earnings before interest, taxes, depreciation and amortization totaled $50
million for the quarter, up from $36 million a year ago.

The Company has a five-year $325 million unsecured bank line of credit, which
was completed in May 1998 and includes letters of credit. At quarter end the
registrant had $14 million of letters of credit outstanding, generally to
support insurance obligations and licensing and service bonding required by
various states.

On May 3, 1999 the registrant completed an offering for $200 million of
unsecured Senior Notes due May 15, 2009 with interest payable semi-annually at
an annual rate of 7.625%. The net proceeds from the offering will be used to
reduce bank debt and for general corporate purposes, including possible
acquisitions of other companies or assets.

Additional borrowings may be necessary during 1999 to fund acquisitions, common
stock repurchases, and capital expenditures. Total expenditures of up to $50
million are planned for new construction and expansions of manufacturing
facilities and internal retail expansions.

The Company believes that existing cash balances, cash flow from operations and
additional availability under its line of credit are adequate to meet its
anticipated financing needs, operating requirements, capital expenditures,
common stock repurchases, and acquisitions in the foreseeable future. However,
management may explore other opportunities to raise capital to finance growth.
The registrant's long-term goals are to increase earnings per share at a minimum
compound annual growth rate of 15% and to reach $1 billion in retail revenues by
the year 2000. Consistent with its plan to improve shareholder value through
investments in sound operating businesses and common stock repurchases, the
registrant does not plan to pay cash dividends in the near term.


                           Forward Looking Statements

Certain statements contained in this report, including the registrant's plans
for retail expansion, capital expenditures and planned facilities, and its
earnings growth goal and retail sales goal, could be construed as forward
looking statements within the meaning of the Securities Exchange Act of 1934. In
addition, Champion or persons acting on its behalf may from time to time publish
or communicate other items which could also be construed to be forward looking
statements. Statements of this sort are or will be based on the registrant's
estimates, assumptions and projections, and are subject to risks and
uncertainties, including those specifically listed below and those contained in
Champion's reports previously filed with the SEC, that could cause actual
results to differ materially from those included in the forward looking
statements.
<PAGE>   11
Long-term growth in the manufactured housing industry (wholesale and retail) may
be affected by: (1) the relative cost of manufactured housing versus other forms
of housing; (2) general economic trends, including inflation and unemployment
rates, consumer confidence, job growth and interest rates; (3) changes in
demographics, including new household formations and the number of Americans on
fixed income; (4) the availability and cost of financing for manufactured homes;
(5) changes in government regulations and policies, including HUD regulations,
local building codes and zoning regulations; and (6) changes in regional markets
and the U.S. economy as a whole. Short-term sales could be affected by inclement
weather and inventory levels of manufactured housing retailers. Fluctuations in
interest rates may affect the demand for manufactured housing to the extent that
those changes reduce job growth, slow the U.S. economy, or cause a loss in
consumer confidence.

The profitability of the registrant may also be affected by: (1) its ability to
efficiently expand operations and to utilize production capacity; (2) its
ability to pass increased raw material costs, particularly lumber, insulation
and drywall costs, on to its customers; (3) market share position; (4) growth in
the manufactured housing industry as a whole; (5) the results of its
acquisitions; and (6) strength of retail distribution.

If one or more of these risks or uncertainties materialize, or if underlying
assumptions prove incorrect, actual results may vary materially from those
expected, estimated or projected. The registrant does not undertake to update
its forward looking statements or risk factors to reflect future events or
circumstances.

      Item 3. Quantitative and Qualitative Disclosures About Market Risk.

      Not applicable.


                           PART II. OTHER INFORMATION

                    Item 6. Exhibits and Reports on Form 8-K.


      (a) The following exhibits are filed as part of this report:

Exhibit No.                        Description

   10.1           Second Amendment dated March 31, 1999 to the Credit Agreement
                  dated May 5, 1998 by and among Champion Enterprises, Inc.; the
                  guarantors party; the banks party; NBD Bank, as Syndication
                  Agent; Comerica Bank, as Documentation Agent; National City
                  Bank, Harris Trust and Savings Bank, Keybank National
                  Association, Nationsbank, N.A., and Wachovia Bank, N.A., as
                  Co- Agents; and PNC Bank, National Association, as
                  Administrative Agent.

   10.2           Fourth Amendment dated April 27, 1999 to the Champion
                  Enterprises, Inc. 1995 Stock Option and Incentive Plan.

   11             Computation of EPS.

   27             Financial Data Schedule.


   (b)            No reports on Form 8-K were filed by the registrant during the
                  quarter ended April 3, 1999.
<PAGE>   12
                                   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, thereunto duly authorized.


                                        CHAMPION ENTERPRISES, INC.

                                    By: /s/ JOSEPH H. STEGMAYER
                                        Joseph H. Stegmayer
                                        Executive Vice President, Chief
                                        Strategic and Financial Officer
                                        (Principal Financial Officer)


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




Dated: May 6, 1999
<PAGE>   13
                               INDEX TO EXHIBITS


EXHIBIT NO.                        DESCRIPTION
-----------                        -----------
   10.1           Second Amendment dated March 31, 1999 to the Credit Agreement
                  dated May 5, 1998 by and among Champion Enterprises, Inc.; the
                  guarantors party; the banks party; NBD Bank, as Syndication
                  Agent; Comerica Bank, as Documentation Agent; National City
                  Bank, Harris Trust and Savings Bank, Keybank National
                  Association, Nationsbank, N.A., and Wachovia Bank, N.A., as
                  Co-Agents; and PNC Bank, National Association, as
                  Administrative Agent.

   10.2           Fourth Amendment dated April 27, 1999 to the Champion
                  Enterprises, Inc. 1995 Stock Option and Incentive Plan.

   11             Computation of EPS.

   27             Financial Data Schedule.