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Exhibit 31.2

CERTIFICATION

I, Phyllis A. Knight, certify that:



| | 1. |  | I have reviewed this report on Form 10-Q of Champion
Enterprises, Inc.;                                                                                                                                                                                                                                   
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|
| | 2. |  | Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this report;                   
|
| | 4. |  | The registrants other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have;                                                                            



| |  | a) | Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being prepared;
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|
| |  | b) | Evaluated the effectiveness of the registrants
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and                                                                                           
|
| |  | c) | Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during
the registrants most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and                                                                



| | 5. |  | The registrants other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing
the equivalent functions):
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| |  | a) | All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report
financial information; and
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|
| |  | b) | Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal control over financial reporting.                                                                                               

|      |  |                  |  |                           
|----- |  | ---------------- |  | --------------------------
|Date: |  | October 23, 2003 |  | /s/ PHYLLIS A. KNIGHT     
|      |  |                  |  |                           
|      |  |                  |  | Phyllis A. Knight         
|      |  |                  |  | Executive Vice President &
|      |  |                  |  | Chief Financial Officer