CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION


1.  The present name of the corporation is: Champion Enterprises, Inc.

2.  The identification number assigned by the Bureau is: 419-343

3.  The location of the registered office is:  30600 Telegraph Road, 
    Bingham Farms, Michigan 48025

4.  Article III of the Articles of Incorporation is hereby amended to
    read as follows:

                        As set forth on Exhibit A

6.  The forgoing amendment to the Articles of Incorporation was duly
    adopted on the 29th day of April, 1997 by the shareholders if a
    profit corporation, or by the shareholders or members if a nonprofit
    corporation, at a meeting.  The necessary votes were cast in favor
    of the amendment.


    Signed this 2nd day of May, 1997

    By:  /S/ JOHN J. COLLINS, JR.

        John J. Collins, Jr.
        Vice President, General Counsel and Secretary

PAGE
<PAGE>
                            EXHIBIT A


                           ARTICLE III

     The total number of shares of stock which the corporation shall have
authority to issue is 125,000,000 shares, of which 120,000,000 shares shall
be Common Stock of the par value of $1.00 each ("Common Stock"), and 
5,000,000 shares shall be Preferred Stock of no par value ("Preferred Stock").

                         Preferred Stock

     The Board of Directors is authorized at any time and from time to time
to provide for the issuance of shares of Preferred Stock in one or more series
with such voting powers, full or limited, or without voting powers, and with
such designations, preferences and relative participating, optional or other
special rights, and qualifications, limitations or restrictions thereof as
shall be expressed in the resolution or resolutions establishing such series
and providing for the issuance thereof adopted by the Board of Directors and
as are not expressed in these Articles of Incorporation as hereafter amended,
including, without limiting the generality of the foregoing, the following:

     (1)  the designation and number of shares of such series; 

     (2)  the dividend rate of such series, the conditions and dates upon
          which such dividends shall be payable, the preference or relation
          of such dividends to dividends payable on any other class or
          classes of capital stock of the corporation, and whether such
          dividends shall be cumulative or noncumulative; 

     (3)  whether the shares of such series shall be subject to redemption
          by the corporation, and, if made subject to such redemption, the
          times, prices, rates, adjustments and other terms and conditions
          of such redemption; 

     (4)  the terms and amount of any sinking or similar fund provided for
          the purchase or redemption of the shares of such series; 

     (5)  whether the shares of such series shall be convertible into or
          exchangeable for shares of capital stock or other securities of
          the corporation or of any other corporation, and, if provision be
          made for conversion or exchange, the times, prices, rates,
          adjustments and other terms and conditions of such conversion or
          exchange; 

     (6)  the extent, if any, to which the holders of the shares of such
          series shall be entitled to vote as a class or otherwise with
          respect to the election of directors or otherwise;

     (7)  the restrictions and conditions, if any, upon the issue or reissue
          of any additional Preferred Stock ranking on a parity with or
          prior to such shares as to dividends or upon dissolution; 

     (8)  the rights of the holders of the shares of such series upon the
          dissolution of, or upon the distribution of assets of, the
          corporation, which rights may be different in the case of
          voluntary dissolution than the case of involuntary dissolution;
          and

     (9)  any other relative rights, preferences or limitations of shares of
          such series consistent with this Article and applicable law.

     The powers, preferences and relative participating, optional and other
special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding.  All shares of any one series of
Preferred Stock shall be identical in all respects with all other shares of
such series, except that shares of any one series issued at different times
may differ as to the dates from which dividends thereon shall be cumulative. 
The terms of any series of Preferred Stock may be amended without consent of
the holders of any other series of Preferred Stock or of the Common Stock,
provided such amendment does not adversely affect the holders of such other
series of Preferred Stock or the Common Stock.

     Shares of any series of Preferred Stock which have been issued and
reacquired in any manner and are not held as treasury shares, including shares
redeemed by purchase (whether through the operation of a retirement or sinking
fund or otherwise), will have the status of authorized and unissued Preferred
Stock and may be reissued as a part of the series of which they were
originally a part or may be reclassified into and reissued as a part of a new
series.

     Series A Preferred Stock, No Par Value

     A.   Designation and Amount.  The shares of such series shall be
designated as "Series A Preferred Stock, no par value," and the number of
shares constituting such series shall be 300,000.

     B.   Dividends and Distributions.

          (1)  Subject to any prior and superior rights of the holders of
any series of Preferred Stock ranking prior and superior to the shares of
Series A Preferred Stock with respect to dividends that may be authorized by
the Articles of Incorporation, the holders of shares of Series A Preferred
Stock shall be entitled prior to the payment of any dividends on shares
ranking junior to the Series A Preferred Stock to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the last day of January,
April, July and October in each year (each such date being referred to herein
as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of a share or fraction of a
share of Series A Preferred Stock, in an amount per share (rounded to the
nearest cent) equal to the greater of (a) $1.00 or (b) subject to the
provision for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions
other than a dividend payable in shares of Common Stock or a subdivision of
the outstanding shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock, par value $1.00 per share, of the Corporation
(the "Common Stock") since the immediately preceding Quarterly Dividend
Payment Date, or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of Series A
Preferred Stock.  In the event the Corporation shall at any time after
February 5, 1996 (the "Rights Declaration Date") (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the amount to which holders of 
shares of Series A Preferred Stock were entitled immediately prior to such 
event under clause (b) of the preceding sentence shall be adjusted by 
multiplying such amount by a fraction the numerator of which is the number 
of shares of Common Stock outstanding immediately after such event and the 
denominator of which is the number of shares of Common Stock that were 
outstanding immediately prior to such event.

            (2)  The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in paragraph (1)
above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per
share on the Series A Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

            (3)  Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series A
Preferred Stock, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is
a date after the record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive a quarterly dividend and before
such Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date.  Accrued but unpaid dividends shall not bear interest.  Dividends paid
on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall
be allocated pro rata on a share-by-share basis among all such shares at the
time outstanding.  The Board of Directors may fix a record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 30 days prior to the date fixed for the payment
thereof.

            (4)  Dividends in full shall not be declared or paid or set
apart for payment on the Series A Preferred Stock for a dividend period
terminating on the Quarterly Dividend Payment Date unless dividends in full
have been declared or paid or set apart for payment on the Preferred Stock of
all series (other than series with respect to which dividends are not
cumulative from a date prior to such dividend date) for the respective
dividend periods terminating on such dividend date.  When the dividends are
not paid in full on all series of the Preferred Stock, the shares of all
series shall share ratably in the payment of dividends, including
accumulations, if any, in accordance with the sums which would be payable on
said shares if all dividends were declared and paid in full.

       C.   Voting Rights.  The holders of shares of Series A Preferred
Stock shall have the following voting rights:

            (1)  Subject to the provision for adjustment hereinafter set
       forth, each share of Series A Preferred Stock shall entitle the
       holder thereof to 100 votes on all matters voted on at a meeting of
       the shareholders of the Corporation.  In the event the Corporation
       shall at any time after the Rights Declaration Date (i) declare any
       dividend on Common Stock payable in shares of Common Stock, or (ii)
       subdivide the outstanding Common Stock, or (iii) combine the
       outstanding Common Stock into a smaller number of shares, then in
       each such case the number of votes per share to which holders of
       shares of Series A Preferred Stock were entitled immediately prior
       to such event shall be adjusted by multiplying such number by a
       fraction the numerator of which is the number of shares of Common
       Stock outstanding immediately after such event and the denominator
       of which is the number of shares of Common Stock that were
       outstanding immediately prior to such event.

            (2)  Except as otherwise provided herein or by law, the
       holders of shares of Series A Preferred Stock and the holders of
       shares of Common Stock shall vote together as one voting group on
       all matters voted on at a meeting of shareholders of the
       Corporation.

            (3)  Except as set forth herein, holders of Series A
       Preferred Stock shall have no special voting rights and their
       consent shall not be required (except to the extent they are
       entitled to vote with holders of Common Stock as set forth herein)
       for taking any corporate action.

       D.   Certain Restrictions.

            (1)  Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section
B. are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

            (a)  declare or pay dividends on, make any other
       distributions on, or redeem or purchase or otherwise acquire for
       consideration any shares of stock ranking junior (either as to
       dividends or upon liquidation, dissolution or winding up) to the
       Series A Preferred Stock;

            (b)  declare or pay dividends on or make any other
       distributions on any shares or stock ranking on a parity (either as
       to dividends or upon liquidation, dissolution or winding up) with
       the Series A Preferred Stock, except dividends paid ratably on the
       Series A Preferred Stock and all such parity stock on which
       dividends are payable or in arrears in proportion to the total
       amounts to which the holders of all such shares are then entitled;

            (c)  redeem or purchase or otherwise acquire for
       consideration shares of any stock ranking on a parity (either as to
       dividends or upon liquidation, dissolution or winding up) with the
       Series A Preferred Stock, provided that the Corporation may at any
       time redeem, purchase or otherwise acquire shares of any such
       parity stock in exchange for shares of any stock of the Corporation
       ranking junior (either as to dividends or upon dissolution,
       liquidation or winding up) to the Series A Preferred Stock;

            (d)  purchase or otherwise acquire for consideration any
       shares of Series A Preferred Stock or any shares of stock ranking
       on a parity with the Series A Preferred Stock, except in accordance
       with a purchase offer made in writing or by publication (as
       determined by the Board of Directors) to all holders of such shares
       upon such terms as the Board of Directors, after consideration of
       the respective annual dividend rates and other relative rights and
       preferences of the respective series and classes, shall determine
       in good faith will result in fair and equitable treatment among the
       respective series or classes.

            (2)  The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 5, purchase or otherwise acquire such shares at such time and in
such manner.

       E.   Liquidation, Dissolution or Winding Up.

            (1)  Upon any liquidation, dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless, prior thereto, the holders
of shares of Series A Preferred Stock shall have received $100.00 per share,
plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment (the "Series A
Liquidation Preference").  Following the payment of the full amount of the
Series A Liquidation Preference, no additional distributions shall be made to
the holders of shares of Series A Preferred Stock unless, prior thereto, the
holders of shares of Common Stock shall have received an amount per share (the
"Common Adjustment") equal to the quotient obtained by dividing (i) the Series
A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth
in subparagraph (3) below to reflect such events as stocks splits, stock
dividends and recapitalizations with respect to the Common Stock (such number
in clause (ii), the "Adjustment Number").  Following the payment of the full
amount of the Series A Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series A Preferred Stock and Common
Stock, respectively, holders of Series A Preferred Stock and holders of shares
of Common Stock shall receive their ratable and proportionate share of the
remaining assets to be distributed.

            (2)  In the event, however, that there are not sufficient
assets available to permit payment in full of the Series A Liquidation
Preference and the liquidation preferences of all other series of Preferred
Stock, if any, which rank on a parity with the Series A Preferred Stock, then
such remaining assets shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquidation preferences.  In
the event, however, that there are not sufficient assets available to permit
payment in full of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.

            (3)  In the event the Corporation shall at any time after
the Rights Declaration Date (i) declare any dividend on Common Stock payable
in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the Adjustment Number in effect immediately prior to
such event shall be adjusted by multiplying such Adjustment Number by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

       F.   Merger, Consolidation. etc.  In case the Corporation shall
enter into any merger, consolidation, combination or other transaction in
which the shares of Common Stock are exchanged or changed into other stock or
securities, cash and/or any other property, then in any such case each share
of Series A Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or
exchanged.  In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

       G.   Redemption.  The shares of Series A Preferred Stock shall not
be redeemable.

       H.   Ranking.  The Series A Preferred Stock shall rank on a parity
with all other series of the Corporation's Preferred Stock as to the payment
of dividends and other distribution of assets, unless, in accordance with
authorization in the Articles of Incorporation, the terms of any such series
shall provide otherwise.

       I.   Amendment.  The Articles of Incorporation of the Corporation
shall not be further amended in any manner which would alter or change the
powers, preferences or special rights of the Series A Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of a
majority of the outstanding shares of Series A Preferred Stock, voting
separately as one voting group.

       J.   Fractional Shares.  Series A Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.


                           Common Stock

       Each holder of Common Stock shall be entitled to one vote for each
share of Common Stock held of record on all matters on which shareholders
generally are entitled to vote.  Subject to the provisions of law and the
rights of the Preferred Stock and any other class or series of stock having a
preference as to dividends over the Common Stock then outstanding, dividends
may be paid on the Common Stock at such times and in such amounts as the Board
of Directors shall determine.  Upon the dissolution, liquidation or winding up
of the corporation, after any preferential amounts to be distributed to the
holders of the Preferred Stock and any other class or series of stock having a
preference over the Common Stock then outstanding have been paid or declared
and set apart for payment, the holders of the Common Stock shall be entitled
to receive all the remaining assets of the corporation available for
distribution to its shareholders ratably in proportion to the number of shares
held by them, respectively.