<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 MARCH 31, 2001

                                       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 Cambridge Court, 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.

     47,767,136 shares of the registrant's $1.00 par value Common Stock were
     outstanding as of April 27, 2001.



                                                                    Page 1 of 13
<PAGE>   2


                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements.

                           CHAMPION ENTERPRISES, INC.
                      Consolidated Statements of Operations
                    (In thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                         Unaudited
                                                     Three Months Ended
                                                   -----------------------
                                                   March 31,     April 1,
                                                     2001         2000
                                                   ---------    ----------
<S>                                                <C>          <C>
Net sales                                          $326,312     $535,309

Cost of sales                                       281,504      451,338
                                                   ---------    ----------

Gross margin                                         44,808       83,971

Selling, general and administrative expenses         79,563       74,801
                                                   ---------    ----------

Operating income (loss)                             (34,755)       9,170

Interest expense, net                                 6,428        6,969
                                                   ---------    ----------

Income (loss) before income taxes                   (41,183)       2,201

Income taxes (benefits)                             (15,100)         900
                                                   ---------    ----------

Net income (loss)                                  $(26,083)    $  1,301
                                                   =========    ==========



Basic earnings (loss) per share                      $(0.55)       $0.03
                                                   =========    ==========

Weighted shares for basic EPS                        47,496       47,247
                                                   =========    ==========



Diluted earnings (loss) per share                    $(0.55)       $0.03
                                                   =========    =========-

Weighted shares for diluted EPS                      47,496       47,354
                                                   =========    ==========
</TABLE>



See accompanying Notes to Consolidated Financial Statements.



                                                                    Page 2 of 13
<PAGE>   3
                           CHAMPION ENTERPRISES, INC.
                           Consolidated Balance Sheets
                       (In thousands, except par value)
<TABLE>
<CAPTION>
                                                    Unaudited
                                                    March 31,     December 30,
                                                       2001          2000
                                                   -----------    ------------
<S>                                                <C>            <C>
                ASSETS

CURRENT ASSETS
  Cash and cash equivalents                        $   19,029     $   50,143
  Accounts receivable, trade                           50,579         31,132
  Inventories                                         211,607        217,765
  Deferred taxes and other current assets              89,900         77,493
                                                   -----------    ------------
    Total current assets                              371,115        376,533
                                                   -----------    ------------

PROPERTY AND EQUIPMENT
  Cost                                                311,835        320,873
  Less-accumulated depreciation                       118,075        113,596
                                                   -----------    -----------
                                                      193,760        207,277
                                                   -----------    ------------
GOODWILL
  Cost                                                320,570        320,656
  Less-accumulated amortization                        49,509         46,686
                                                   -----------    ------------
                                                      271,061        273,970
                                                   -----------    ------------
DEFERRED TAXES AND OTHER ASSETS                        80,726         84,276
                                                   -----------    ------------

     Total assets                                  $  916,662     $  942,056
                                                   ===========    ===========

     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Floor plan payable                               $  102,923     $  114,198
  Accounts payable                                     62,588         43,103
  Accrued warranty obligations                         47,931         49,304
  Accrued volume rebates                               42,385         45,552
  Accrued compensation and payroll taxes               17,486         19,034
  Other current liabilities                            72,876         71,662
                                                   -----------    ------------
    Total current liabilities                         346,189        342,853
                                                   -----------    ------------

LONG-TERM LIABILITIES
  Long-term debt                                      225,496        225,634
  Notes payable to bank                                 5,000              -
  Deferred portion of purchase price                   34,557         39,157
  Other long-term liabilities                          34,099         37,603
                                                   -----------    ------------
                                                      299,152        302,394
                                                   -----------    ------------
CONTINGENT LIABILITIES (Note 6)

SHAREHOLDERS' EQUITY
  Preferred stock, no par value, 5,000
    authorized, none issued                                 -              -
  Common stock, $1 par value, 120,000
    authorized, 47,544 and 47,357 shares issued
    and outstanding, respectively                      47,544         47,357
  Capital in excess of par value                       33,700         33,116
  Retained earnings                                   191,567        217,650
  Accumulated other comprehensive income               (1,490)        (1,314)
                                                   -----------    ------------
    Total shareholders' equity                        271,321        296,809
                                                   -----------    ------------

    Total liabilities and shareholders' equity     $  916,662     $  942,056
                                                   ===========    ============
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                                                    Page 3 of 13
<PAGE>   4


                           CHAMPION ENTERPRISES, INC.
                      Consolidated Statements of Cash Flows
                               (In thousands)
<TABLE>
<CAPTION>
                                                             Unaudited
                                                         Three Months Ended
                                                       -----------------------
                                                       March 31,     April 1,
                                                         2001         2000
                                                       ---------    ----------
<S>                                                    <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                      $(26,083)    $  1,301
                                                       ---------    ----------
Adjustments to reconcile net income (loss) to net
  cash provided by (used for) operating activities:
  Depreciation and amortization                           9,336        9,728
  Refundable income tax                                 (15,100)           -
  Fixed asset impairment charges                          5,500            -
  Increase/decrease
    Accounts receivable                                 (19,447)     (18,284)
    Inventories                                           6,158        4,710
    Accounts payable                                     19,485       46,794
    Accrued liabilities                                   2,148      (10,094)
    Net cash charges to independent retailer
     bankruptcy reserve                                       -       (6,301)
    Other, net                                            3,630          (25)
                                                       ---------    ---------
Total adjustments                                        11,710       26,528
                                                       ---------    ----------
Net cash provided by (used for) operating activities    (14,373)      27,829
                                                       ---------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred and contingent purchase price payments          (8,233)     (10,165)
Additions to property and equipment                      (1,416)      (4,918)
Investments in and advances to
  unconsolidated subsidiaries                              (914)      (3,971)
Proceeds on disposal of fixed assets                          -          497
                                                       ---------    ----------
Net cash used for investing activities                  (10,563)     (18,557)
                                                       ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable to bank, net                    5,000        5,000
Decrease in floor plan payable, net                     (11,275)        (422)
Repayment of long-term debt                                (131)        (102)
Common stock issued, net                                    228           40
Common stock repurchased                                      -         (726)
                                                       ---------    ----------
Net cash provided by (used for) financing activities     (6,178)       3,790
                                                       ---------    ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    (31,114)      13,062
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         50,143       12,847
                                                       ---------    ----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD             $ 19,029     $ 25,909
                                                       =========    ==========


ADDITIONAL CASH FLOW INFORMATION:
Cash paid for interest                                 $  3,701     $  3,396
Cash paid for income taxes, net                        $    319     $  1,310
</TABLE>



See accompanying Notes to Consolidated Financial Statements.




                                                                    Page 4 of 13
<PAGE>   5

                           CHAMPION ENTERPRISES, INC.

                   Notes to Consolidated Financial Statements

1.       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. The balance sheet
         as of December 30, 2000 was derived from audited financial statements.
         Accumulated other comprehensive income consists of foreign currency
         translation adjustments.

         Prior year manufacturing segment delivery revenue has been reclassified
         to net sales from cost of sales in accordance with the Financial
         Accounting Standards Board (FASB) Emerging Issues Task Force No. 00-10
         "Accounting for Shipping and Handling Fees and Costs," which was
         adopted by the Company in the fourth quarter of 2000.


2.       For each of the dates indicated, inventories consisted of the following
         (in thousands):
<TABLE>
<CAPTION>
                                             March 31,       December 30,
                                               2001              2000
                                            ----------       ------------
<S>                                         <C>              <C>
      New and pre-owned manufactured homes   $137,356         $143,892
      Raw materials and work-in-process        44,870           44,980
      Other inventory                          29,381           28,893
                                            ----------       ------------
                                             $211,607         $217,765
                                            ==========       ============
</TABLE>


3.       The income tax provision (benefit) differs from the amount of income
         tax determined by applying the applicable U.S. statutory federal income
         tax rate to pretax income (loss) as a result of the following
         differences (in thousands):
<TABLE>
<CAPTION>
                                                  Three Months Ended
                                              ---------------------------
                                               March 31,        April 1,
                                                  2001            2000
                                              ---------        ----------
<S>                                           <C>              <C>
         Statutory U.S. tax rate                 $(14,400)        $ 800
         Change in rate resulting from:
            State taxes, net                       (1,200)          100
            Other                                     500             -
                                                 ---------     ----------
         Total provision (benefit)               $(15,100)        $ 900
                                                 =========     ==========

         Effective tax rate                           37%           41%
                                                 =========     ==========
</TABLE>

4.       The Company has a revolving credit agreement, maturing in May 2003,
         with a group of banks for a secured line of credit. The credit facility
         was amended on February 13, 2001 to provide more flexible financial
         performance covenants and automatically increased to $75 million on
         March 1, 2001. The facility may be further increased to $90 million
         upon a majority vote of the bank group. The agreement allows for
         letters of credit up to $35 million. Availability under the credit
         agreement is limited to a borrowing base calculated based on qualifying
         assets. For the first quarter of 2001, the calculated borrowing base
         averaged $65 million and the March 2001 calculated borrowing base was
         $71 million. At the end of March 2001, there were $35 million of
         letters of credit and $5 million of borrowings outstanding under the
         credit facility.


                                                                    Page 5 of 13
<PAGE>   6


5.       Reconciliations of segment sales to consolidated sales and segment
         EBITA (earnings (loss) before interest, taxes, goodwill amortization
         and general corporate expenses) to consolidated operating income (loss)
         follow (in thousands):
<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                       -----------------------
                                                       March 31,     April 1,
                                                         2001          2000
                                                       ---------    ----------
<S>                                                    <C>          <C>
      Net sales
        Manufacturing                                  $260,510     $435,802
        Retail                                          108,402      167,507
        Less: intercompany                              (42,600)     (68,000)
                                                       ---------    ---------
        Consolidated net sales                         $326,312     $535,309
                                                       =========    =========

      Operating income (loss)
        Manufacturing EBITA (loss)                     $(10,456)    $ 13,098
        Retail EBITA (loss)                             (14,838)       5,255
        General corporate expenses                       (6,582)      (5,754)
        Goodwill amortization                            (2,879)      (3,429)
                                                       ---------    ---------
        Consolidated operating income (loss)           $(34,755)    $  9,170
                                                       =========    =========
</TABLE>

         For the quarter ended March 31, 2001, manufacturing EBITA (loss)
         includes $2.3 million of non-cash fixed asset impairment charges
         related to closed plants, and retail EBITA (loss) includes $3.2 million
         of non-cash fixed asset impairment charges and $2.2 million of lease
         termination and other costs associated with closures of retail sales
         centers. Retail floor plan interest expense not charged to retail EBITA
         totaled $2.7 million and $3.4 million for the three months ended March
         31, 2001 and April 1, 2000, respectively.


6.       As is customary in the manufactured housing industry, the majority of
         Champion's manufacturing sales to independent retailers are made in
         connection with repurchase agreements with lending institutions that
         provide wholesale floor plan financing to the retailers. Pursuant to
         these agreements, for a period of either 12 or 15 months from invoice
         date of the sale of the homes and upon default by the retailer and
         repossession by the financial institution, the Company is obligated to
         purchase the related floor plan loans or repurchase the homes from the
         lender. The maximum potential repurchase obligation at March 31, 2001
         was $360 million, without reduction for the resale value of the homes.
         This amount compares to $430 million at the beginning of the year and
         $640 million a year ago. Repurchase losses incurred totaled $2.0
         million for the quarter ended March 31, 2001 and $0.7 million for the
         quarter ended April 1, 2000.

         At March 31, 2001 the Company was contingently obligated for additional
         purchase price of up to $80 million related to its 1999 and 1998
         acquisitions. Management currently believes that payment of none of
         this contingent purchase price is reasonably possible.

         Champion is contingently obligated for approximately $35 million under
         letters of credit and $48 million under surety bonds as of March 31,
         2001.


7.       During the quarter ended March 31, 2001, Champion closed two
         homebuilding facilities and 30 retail sales centers. As a result of
         these closings, charges totaling $7.7 million were recorded in selling,
         general and administrative expenses for fixed asset impairment charges
         and lease termination and other costs. In May 2001, the Company
         announced the closing of two additional manufacturing facilities.




                                                                    Page 6 of 13
<PAGE>   7

8.       Substantially all of the Company's subsidiaries are guarantors of
         indebtedness under the $200 million Senior Notes. Separate financial
         statements for each guarantor subsidiary are not included in this
         filing because each guarantor subsidiary is fully, unconditionally,
         jointly and severally liable for the Senior Notes. In addition, the
         parent company issuer has no independent assets or operations and the
         non-guarantor subsidiaries of the Company, individually or in the
         aggregate, are minor in relation to consolidated totals of the Company.
         There are no significant restrictions on the ability of the parent
         company or any guarantor subsidiary to obtain funds from its
         subsidiaries by dividend or loan.


9.       In June 1998, the FASB issued Statement of Financial Accounting
         Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
         Hedging Activities" which was subsequently amended by SFAS Nos. 137 and
         138. SFAS 133, as amended, did not have a material impact on the
         Company's results of operations, financial position or cash flows, and
         did not require the recording of a transition adjustment upon adoption
         in January 2001.












                                                                    Page 7 of 13
<PAGE>   8


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


                           CHAMPION ENTERPRISES, INC.

THREE MONTHS ENDED MARCH 31, 2001 VERSUS THREE MONTHS ENDED APRIL 1, 2000

CONSOLIDATED
(Dollars in millions)

<TABLE>
<CAPTION>
                                           Three Months Ended
                                           ------------------
                                           March 31,   April 1,     %
                                             2001       2000      Change
                                           --------   --------   --------
<S>                                        <C>        <C>        <C>
Net sales
  Manufacturing                            $ 260.5    $ 435.8      (40%)
  Retail                                     108.4      167.5      (35%)
  Less:  intercompany                        (42.6)     (68.0)
                                           --------   --------
Total net sales                            $ 326.3    $ 535.3      (39%)
                                           ========   ========

Gross margin                               $  44.8    $  84.0      (47%)
SG&A                                          79.6       74.8        6%
                                           --------   --------
Operating income (loss)                    $ (34.8)   $   9.2
                                           ========   ========

As a percent of sales
  Gross margin                               13.7%      15.7%
  SG&A                                       24.4%      14.0%
  Operating income (loss)                   (10.7%)      1.7%
</TABLE>

Consolidated revenues for the quarter ended March 31, 2001 decreased 39% from
the prior year due to challenging industry conditions, including tightened
consumer credit standards, high consumer repossession levels and higher interest
rates.

Gross margin dollars for the first quarter of 2001 were $39 million less than in
2000, primarily due to the $209 million reduction in consolidated net sales.
Gross margin as a percent of sales in 2001 was impacted by the effects of lower
manufacturing sales volume on manufacturing fixed costs and production
inefficiencies from low volume, partially offset by lower material costs.
Selling, general and administrative expenses ("SG&A") rose in 2001 due to $5.5
million of fixed asset impairment charges and $2.2 million of lease termination
and other costs related to the closing of two homebuilding facilities and 30
retail sales centers. In the first quarter of 2001, lower SG&A from operating
fewer manufacturing facilities and retail sales centers was offset by an
increase in the provision for wholesale repurchase losses of $1.6 million and an
increase of $0.8 million in general corporate expenses.

MANUFACTURING OPERATIONS
<TABLE>
<CAPTION>
                                          Three Months Ended
                                          ------------------
                                          March 31,  April 1,       %
                                            2001       2000      Change
                                          ---------  --------    ------
<S>                                       <C>        <C>         <C>
Net sales (in millions)                   $ 260.5    $ 435.8      (40%)
EBITA (loss) (in millions)                $ (10.5)   $  13.1
EBITA margin %                              (4.0%)      3.0%
Homes sold                                  8,210     15,351      (47%)
Floors sold                                14,696     25,701      (43%)
Multi-section mix                             76%        66%
Average home price                        $30,500    $27,200       12%
Manufacturing facilities at period end         51         59      (14%)
</TABLE>
Manufacturing sales volume in the quarter ended March 31, 2001 was affected by



                                                                    Page 8 of 13
<PAGE>   9

challenging market conditions. According to data reported by the National
Conference of States on Building Codes and Standards, U.S. industry wholesale
shipments for the first three months of 2001 decreased 40.8% in homes and 37.9%
in floors from the comparable 2000 period. Of the Company's total wholesale
shipments for the quarter, 85% were to independent retailers and 15% were to
company-operated sales centers. Due to market conditions, during the first
quarter of 2001 two manufacturing facilities were closed. In May 2001, we
announced the closing of two additional facilities and may consider other
adjustments to manufacturing capacity in response to industry conditions.

Manufacturing EBITA in the first quarter of 2001 declined $24 million from the
prior year, most of which was due to lower gross margin dollars from the $175
million reduction in manufacturing sales and $2.3 million of fixed asset
impairment charges for closed plants. Also affecting 2001 EBITA were the effects
of low volume on fixed costs, production inefficiencies resulting from low
volume, and an increased provision for wholesale repurchase losses, partially
offset by lower material costs and lower SG&A from operating fewer manufacturing
facilities.

Although dealer orders can be cancelled at anytime without penalty, and unfilled
orders are not necessarily an indication of future business, the Company's
unfilled orders for wholesale housing at March 31, 2001 totaled approximately
$19 million, compared to $15 million at December 30, 2000 and $36 million a year
ago.

RETAIL OPERATIONS
<TABLE>
<CAPTION>
                                           Three Months Ended
                                           ------------------
                                          March 31,   April 1,      %
                                            2001        2000     Change
                                          ---------   --------   ------
<S>                                       <C>         <C>        <C>
Net sales (in millions)                   $ 108.4     $ 167.5     (35%)
EBITA (loss) (in millions)                $ (14.8)    $   5.3
EBITA margin %                             (13.7%)       3.1%
New homes sold                              1,824       3,315     (45%)
Pre-owned homes sold                          513         906     (43%)
Total homes sold                            2,337       4,221     (45%)
% Champion-produced new homes sold            84%         68%
New multi-section mix                         69%         58%
Average new home price                    $55,500     $47,300      17%
Average number of new homes sold
  per sales center per month                  2.5         3.9     (36%)
Average number of new homes in
  inventory per sales center
  at period end                                18          19      (5%)
Sales centers at period end                   230         285     (19%)
</TABLE>

Retail sales decreased in 2001 primarily due to challenging industry conditions.
As a result, we closed 30 under performing sales centers during the first
quarter of 2001. Based on data reported by Statistical Surveys, Inc., we believe
that industry retail sales of new homes in the first quarter of 2001 dropped
approximately 30% from prior year levels.

Retail EBITA for the quarter ended March 31, 2001 declined $20 million compared
to the first quarter of 2000. Approximately $12 million of this decline was due
to reduced gross margin from the $59 million reduction in retail sales and $5.4
million was due to sales center closing costs, including $3.2 million of fixed
asset impairment charges. Reduced income from loan origination fees, insurance
and other commissions as a result of lower sales volume was partially offset by
lower SG&A from operating fewer retail sales centers.


                                                                    Page 9 of 13
<PAGE>   10

REPURCHASE OBLIGATIONS

The Company enters into repurchase agreements with lending institutions that
provide wholesale floor plan financing to independent retailers. At March 31,
2001 the maximum contingent repurchase obligation was approximately $360
million, without reduction for the resale value of the homes. In the first
quarter of 2001, Champion paid $8.4 million and incurred losses of $2.0 million
for the repurchase of 265 homes resulting from defaults by 21 independent retail
companies. In the first quarter of 2000, the Company incurred losses of $0.7
million for the repurchase of 66 homes from 20 independent retail companies.

                         LIQUIDITY AND CAPITAL RESOURCES

Cash balances totaled $19 million at March 31, 2001. During the quarter, cash of
$14 million was used for operations, $1 million for capital improvements, $8
million for payments related to 1998 acquisitions, and $1 million for
investments in and advances to unconsolidated subsidiaries. For the three-month
period, $5 million was borrowed on the Company's bank credit facility and $11
million was used to reduce floor plan payable.

Accounts receivable and accounts payable increased during the quarter due to
seasonality and year end levels generally being low due to the holidays and
vacations. Inventories and floor plan payable decreased during the quarter due
to continued efforts to reduce inventories throughout our retail organization in
response to industry conditions. Other current assets increased due to the tax
benefit related to the Company's net operating loss during the quarter.

The Company has a revolving credit agreement, maturing in May 2003, with a group
of banks. On February 13, 2001, the credit facility was amended to provide more
flexible financial performance covenants. The facility automatically increased
to $75 million on March 1, 2001 and may be further increased to $90 million upon
a majority vote of the bank group. The agreement allows for letters of credit up
to $35 million. Availability under the credit agreement is limited to a
borrowing base calculated based on qualifying assets. For the first quarter of
2001, the calculated borrowing base averaged $65 million and the March 2001
calculated borrowing base was $71 million. At the end of March 2001, there were
$35 million of letters of credit and $5 million of borrowings outstanding under
the credit facility. Through March 2001, we were in compliance with the
agreement's financial performance covenants and believe that we will be in
compliance throughout 2001.

Champion plans to spend less than $15 million in 2001 on capital expenditures.
Borrowings may be required during 2001 for capital improvements and to meet
seasonal working capital needs. The Company does not plan to pay cash dividends
in the near term.

During 2000 some of the manufactured housing industry floor plan lenders elected
to exit or reduce their participation in the market. Currently, there are five
primary national floor plan lenders, which finance a substantial portion of
floor plan borrowings of Company-owned and independent retailers. We finance
most of the new home inventory at our Company-owned stores through borrowings
from floor plan lenders, of which Conseco Finance (Conseco) is the primary
lender, with $66 million of borrowings currently outstanding. In March 2001, we
reached an agreement with Conseco to reduce our floor plan borrowings with them
to $60 million by June 30, 2001 and $40 million by September 30, 2001.
Additional reductions of our retail inventories and borrowings from Conseco will
occur upon the liquidation of inventory at the 30 retail sales centers that we
closed during the first quarter of 2001 and through additional planned inventory
reductions.


                                                                   Page 10 of 13
<PAGE>   11

We continue to review the most effective means to finance our retail inventories
from a variety of sources. As a result of efforts to diversify our floor plan
borrowings, since November 2000 we obtained floor plan lines of credit totaling
$25 million with two other financial institutions.

The Company believes that its cash balances, cash flows from operations and
availability under its bank line of credit facility and floor plan arrangements
will be adequate to meet its anticipated financing needs, operating requirements
and capital expenditures for the next twelve months. We are seeking alternative
finance sources in order to further reduce our floor plan borrowings with
Conseco. We may also seek additional sources of capital. However, there can be
no assurance that we will be able to secure additional floor plan borrowings or
additional capital. In the event the Company is required to further reduce its
total floor plan borrowings or the availability under its credit facility is
insufficient to finance its operations and alternative financing or capital is
unavailable, there could be an adverse impact on our liquidity.


                           FORWARD LOOKING STATEMENTS

Certain statements contained in this report, including the Company's plans,
anticipated capital expenditures, new market initiatives, and the adequacy of
cash to meet financing needs, 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 Company's estimates,
assumptions and projections, and are subject to risks and uncertainties,
including those contained in Champion's most recently filed Annual Report on
Form 10-K, that could cause actual results to differ materially from those
included in the forward looking statements.

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 Company 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.

     The Company's floor plan borrowings at March 31, 2001 were $103 million and
are subject to interest primarily based on the U.S. prime interest rate. A 100
basis point increase in the prime rate would result in additional annual
interest cost of $1 million, assuming average floor plan borrowings of $103
million.



                                                                   Page 11 of 13
<PAGE>   12


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

   11          Statement Regarding Computation of Per Share Earnings.


   (b)  On March 20, 2001 and April 18, 2001 Champion filed current reports on
        Form 8-K.





                                                                   Page 12 of 13
<PAGE>   13


                                  SIGNATURES

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



                                      CHAMPION ENTERPRISES, INC.

                                   By:   ANTHONY S. CLEBERG
                                      ------------------------
                                      Anthony S. Cleberg
                                      Executive Vice President and
                                      Chief Financial Officer
                                      (Principal Financial Officer)




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




Dated:  May 14, 2001






                                                                   Page 13 of 13
<PAGE>   14



                            Exhibit Index
                            -------------


<TABLE>
<CAPTION>
Exhibit No.              Description
-----------              -----------
<S>                      <C>

   11                    Statement Regarding Computation of Per Share Earnings.

</TABLE>