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 June 28, 1997

                               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 320, 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.

     46,943,253 shares of the registrant's $1.00 par value Common Stock
were outstanding as of August 1, 1997.  





                     PART I. FINANCIAL INFORMATION

                       CHAMPION ENTERPRISES, INC.

                     Consolidated Income Statements            
                (In Thousands, Except Per Share Amounts)


                    Three Months Ended      Six Months Ended
                   June 28,    June 29,    June 28,   June 29,
                     1997       1996        1997        1996 

 Net sales        $456,022    $428,625    $834,882      $771,390

 Cost of sales     390,509     360,392     713,596       651,186
 
 Gross margin       65,513      68,233     121,286       120,204

 Selling, general,
   and 
   administrative
   expenses         35,165      36,541      68,001        65,798
                                    
 Operating income   30,348      31,692      53,285        54,406

 Other income
   (expense):
   Interest income     407         625         823         1,301
  Interest expense    (355)       (770)       (769)       (1,230)

 Income before 
   income taxes     30,400      31,547      53,339        54,477

 Income taxes       12,200      12,401      21,300        21,589

 Net income       $ 18,200    $ 19,146    $ 32,039      $ 32,888
 

 Net income
   per share      $   0.37    $   0.39    $   0.65      $   0.67
                                 

 Weighted average
  shares
  outstanding     49,487      49,408        49,580        49,325




See accompanying Notes to Consolidated Financial Statements.







                      CHAMPION ENTERPRISES, INC.

                      Consolidated Balance Sheets
                (In Thousands, Except Par Value Amount)


                                 ASSETS                      

                                    June 28,    December 28,
                                     1997           1996   
CURRENT ASSETS
  Cash and cash equivalents        $  5,824      $ 19,357
  Accounts receivable, trade        109,692        75,776
  Inventories                        83,389        80,920
  Deferred taxes and other
      current assets                 41,979        40,598
      Total current assets          240,884       216,651

PROPERTY AND EQUIPMENT
  Cost                              193,672       175,876
  Less-accumulated depreciation      57,680        53,274
                                    135,992       122,602

GOODWILL
  Cost                              135,912       135,912
  Less-accumulated amortization      13,290        11,423 
                                    122,622       124,489

OTHER ASSETS                          7,010         8,608

      Total assets                 $506,508      $472,350

                                              

                  LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                 $ 69,755      $ 41,025
  Accrued dealer discounts           30,422        42,523
  Accrued warranty obligations       37,034        35,146
  Accrued compensation and
      payroll taxes                  28,630        24,478  
  Accrued insurance                  14,772        14,682
  Other current liabilities          31,938        37,318
      Total current liabilities     212,551       195,172

LONG-TERM LIABILITIES  
  Long-term debt                      1,961         1,158
  Deferred portion of
      purchase price                  8,520        10,927
  Other long-term liabilities        38,162        38,459
                                     48,643        50,544
                

SHAREHOLDERS' EQUITY
  Preferred stock, no par value, 
    5,000 authorized, none issued         -             -
  Common stock, $1 par value, 
    1997-120,000 authorized, 
    47,057 issued and 
    outstanding; 1996-75,000 
    authorized, 47,695 issued
    and outstanding                  47,057        47,695
  Capital in excess of par value     21,808        34,465
  Retained earnings                 177,510       145,471
  Foreign currency translation
    adjustments                      (1,061)         (997)
      Total shareholders' equity    245,314       226,634

      Total liabilities and 
        shareholders' equity       $506,508      $472,350
                                              


See accompanying Notes to Consolidated Financial Statements.







                          CHAMPION ENTERPRISES, INC.

                    Consolidated Statements of Cash Flows 
                                (In Thousands)

                                         Six Months Ended
                                         June 28,   June 29,
                                         1997        1996  

CASH FLOWS FROM CONTINUING
 OPERATING ACTIVITIES:
Net income                             $ 32,039    $ 32,888 
Adjustments to reconcile net income
   to net cash provided by 
   operating activities:           
  Depreciation and amortization           8,382       6,806 
  Deferred income taxes                  (5,602)       (538)
  Increase/decrease:       
    Accounts receivable                 (33,916)    (40,865)
    Inventories                          (2,469)    (13,752)
    Accounts payable                     28,730      31,351 
    Accrued liabilities                  (5,617)       (546)
    Merger reserve                       (5,329)          - 
    Other, net                            3,595       3,641 
    Total adjustments                   (12,226)    (13,903)

Net cash provided by operating 
   activities                            19,813      18,985 


CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment     (21,355)    (27,298)
Acquisitions                                  -     (15,969)
Deferred purchase price payments         (4,200)     (8,900)
Proceeds from note payoff                 1,347           -
Proceeds on disposal of property 
  and equipment                           1,818         487
Short-term investments, net                   -         262
Other                                         -         550

Net cash used for investing 
   activities                           (22,390)    (50,868)
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable to bank             -      30,100
Net increase (decrease) in 
   long-term debt                           693      (2,088)
Common stock issued, net                  4,686         703
Common stock repurchased                (18,835)    (11,284)
Tax benefit of stock options              2,500       1,000
 
Net cash provided by (used for) 
 financing activities                   (10,956)     18,431 


NET DECREASE IN CASH AND 
   CASH EQUIVALENTS                     (13,533)    (13,452)

CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                              19,357      27,334 

CASH AND CASH EQUIVALENTS AT END
  OF PERIOD                            $  5,824    $ 13,882 

                                                         
ADDITIONAL CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest                             $    659    $  1,350 
  Income taxes, net                    $ 20,952    $ 16,741 


SCHEDULE OF CASH USED FOR ACQUISITIONS: 
Purchase price                                     $ 35,500 
Less:  Deferred portion of purchase price           (17,000)
       Cash acquired, net                            (4,444)
Plus:  Acquisition costs and mortgage payoffs         1,913
                                                  $  15,969

See accompanying Notes to Consolidated Financial Statements.





                       CHAMPION ENTERPRISES, INC.

               Notes to Consolidated Financial Statements

1. On October 24, 1996 Redman Industries, Inc. ("Redman") was merged with the
registrant.  The merger was accounted for as a pooling of interests;
accordingly, 1996 restated information includes Redman.  

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

                                  June 28,        December 28,
                                   1997              1996  

      Raw materials              $49,490           $50,847
      Work-in-process              7,855             8,048
      Finished goods              26,044            22,025
                                 $83,389           $80,920

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

The components of the income tax provisions for the six months ended June 28,
1997 and June 29, 1996 follows (dollars in thousands):

                                        June 28,      June 29,
                                          1997          1996 

      Statutory U.S. tax rate           $18,669       $19,067
      Increase in rate resulting from:
      State taxes, net of 
        federal benefit                   1,800         1,850
      Higher rates on earnings
        of foreign operations               100           100
      Other                                 731           572
   
   Total provision                      $21,300       $21,589

   Effective tax rates                  39.9%         39.6%


4. The per share amounts are calculated using the weighted average number of
shares outstanding for each of the periods presented and includes common stock
equivalents.  Earnings per share amounts and weighted average shares
outstanding for all periods presented have been adjusted for the two-for-one
stock split on May 31, 1996. 

5. 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.  Such adjustments consisted of normal recurring
items except for the restructuring charge recorded during 1996 as discussed on
page 7 of this Form 10-Q.  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.

6. On April 29, 1997 the shareholders approved a proposal to increase the
number of authorized shares of common stock to 120 million from 75 million. 
On that date the Board of Directors also authorized a stock repurchase program
for up to 2.5 million shares of the registrant's common stock.  The program
was increased on July 24, 1997 for an additional 1.5 million shares, bringing
the total which can be repurchased to 4 million shares.  Through August 1,
1997 the registrant had repurchased 1.67 million shares at a total cost of $26
million under this program.

7. Certain amounts in the prior periods' statements have been reclassified to
conform to the current periods' presentation.



                      CHAMPION ENTERPRISES, INC.

                  Management's Discussion and Analysis
                                   of
             Financial Condition and Results of Operations

                  Three and six months ended June 28, 1997
               versus three and six months ended June 29, 1996

Champion Enterprises, Inc. ("Champion" or "registrant") achieved record second
quarter revenues for the quarter ended June 28, 1997, rising 6% to $456
million from $429 million last year.  Net income for the quarter was $18.2
million, or $0.37 per share, compared to $19.1 million, or $0.39 per share, in
1996. Last year's results have been restated to include Redman Industries,
Inc. ("Redman"), which was merged with Champion on October 24, 1996, and was
accounted for as a pooling of interests.
 
For the year-to-date period, net income was $32.0 million, or $0.65 per share,
compared to $32.9 million, or $0.67 per share, reported last year.  Net sales
for the six months rose 8% to $835 million from $771 million through six
months a year ago. Earnings before interest, taxes, depreciation and
amortization for the six months was comparable to last year at $62 million.

Manufactured Housing

(Dollars in millions, except average home price)

                  Three Months Ended          Six Months Ended
               June 28,  June 29,   %      June 28,  June 29,   %
                1997      1996     Chg.     1997      1996     Chg.

Net sales     $442.4    $414.0     7%      $805.3    $742.6     8%
Gross margin    63.8      66.2    -4%       118.0     116.2     2%
SG&A            33.7      35.3    -4%        65.3      63.3     3%
Operating
 income        $30.1     $30.9    -3%       $52.7     $52.9     -
Operating
 margin         6.8%      7.5%               6.5%      7.1%
Homes sold    17,302    16,301     6%      31,549    29,263     8%
Floors 
  sold        27,052    25,541     6%      49,275    45,849     7%
Average 
  price per 
  home       $25,600   $25,400     1%     $25,500   $25,400     1%


For the three months ended June 28, 1997, housing revenues and homes sold
increased 7% and 6%, respectively, due to both internal growth and the 1996
acquisitions.  The 1996 acquisitions consist of Grand Manor, Inc., acquired
March 29, 1996 and Homes of Legend, Inc., acquired April 26, 1996.  Homes of
Legend added $7.4 million to revenues on sales of 368 homes in April 1997. 
The second quarter multi-section mix was 55.5%, comparable to last year.
Currently the registrant has 53 housing facilities in operation, up from 46
last year.    

During the year-to-date period, homes sold increased 8% and housing revenues
reached $805 million, also rising 8% due to internal growth and the 1996
acquisitions.  U.S. shipments were 31,000 homes, an increase of 7.7%, and the
U.S. multi-section mix was 56%, the same as it was a year ago.  According to
the Manufactured Housing Institute ("MHI"), an industry trade association,
industry unit shipments declined 2.9% in the first half of 1997.  U.S. market
share for the year based on homes sold was approximately 17.4%, up from 15.6%
a year ago.  Grand Manor for the first three months of 1997 and Homes of
Legend for the first four months of 1997 added $34.3 million to revenues from
the sale of 1,546 homes.

Operating margins as a percent of sales for the quarter and year-to-date
periods decreased due in part to plant start ups and higher manufacturing
costs caused generally by lower levels of unfilled orders.  During the current
second quarter, three new facilities began operations, bringing the year-to-
date total plant start-ups to five.  Year-to-date income for 1997 was also
lower due to the restructuring of the product line at Redman's Indiana
facilities and to inclement weather early in the year which affected demand. 
Homes of Legend added operating income of $0.2 million for April 1997.  Grand
Manor for the first three months of 1997 and Homes of Legend for the first
four months of 1997 added $2.2 million of operating income.  Last year's
second quarter selling, general and administrative expenses included a $1.5
million restructuring charge at one of the registrant's subsidiaries. 

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 housing orders at June 28, 1997 totaled approximately
$40 million.  This amount compares to an estimated $55 million as of early-
April 1997 and $110 million a year ago. The overall decline in unfilled orders
is due to increased capacity and incoming order rates that are down slightly
from last year due in part to higher retail inventory levels.

Other Matters

Consolidated sales and income include the results of the commercial vehicles
business.  Commercial vehicles revenues decreased 7% to $13.7 million for the
quarter on sales of 295 units.  For the six month period, revenues rose 3% to
$29.6 million from the sale of 591 units, a 4% increase from a year ago. 
Operating income was $253,000 and $752,000 in the quarters ended June 28, 1997
and June 29, 1996, respectively.  The change in income was due to higher
manufacturing and fixed costs and less sales in the current period.  For the
year-to-date periods, operating income was $606,000 in 1997 and $1.5 million
in 1996.  The change in income was due to higher manufacturing costs in 1997.

Interest income decreased due to lower average invested balances.  Interest
expense decreased as a result of no bank borrowing during 1997 and lower
amounts outstanding for deferred portions of purchase prices related to 
acquisitions.


                  Manufactured Housing Industry Outlook

According to the MHI, industry shipments decreased 2.9% through June 1997,
following annual increases of 7% in 1996, 12% in 1995 and 20% in 1994. 
Current industry analysts' consensus for 1997 range from a 2% decrease to
shipments flat with 1996, with some estimates as low as a 5% decrease and some
as high as a 3% increase.

Retail inventory levels are currently higher in certain regions than in prior
years due to higher stocking levels and inclement weather conditions in many
areas of the country, which slowed retail traffic and sales as well as home
placements. Management believes that moderate changes in interest rates will
not have a significant direct impact on demand for manufactured housing. 
Long-term industry growth and short-term sales may be affected by many
factors, which are discussed under Forward Looking Statements on page 8 of
this Form 10-Q.


                      Liquidity and Capital Resources

At June 28, 1997 cash and cash equivalents totaled $5.8 million, a reduction
of $13.5 million from December 28, 1996.   For the six-month period, $20
million of cash was generated from operations, $7.2 million was provided by
stock option exercises and related tax benefits and $1.8 million from the
disposal of property and equipment.  Cash of $18.8 million was used for common
stock repurchases, $21.4 million for capital improvements and $4.2 million for
deferred purchase price payments. The stock repurchases were part of a 4
million share repurchase program which began in May of 1997 and for which $26
million has been expended through August 1, 1997.  

Accounts receivable, accounts payable and inventories increased significantly
during the year-to-date period due to higher sales in June 1997 as compared to
December 1996 because of the seasonal nature of the manufactured housing
industry.   Increased production levels and plant start-ups also caused the
increases.  Accrued dealer discounts decreased due to payments made under
annual programs.

Champion has a $70 million unsecured bank line of credit, which expires in
1998 and includes $20 million of availability to cover letters of credit.  At
June 28, 1997 the registrant had no bank borrowing outstanding and $14 million
of letters of credit outstanding, generally to support insurance obligations
and licensing and service bonding required by various states.

Borrowing may be necessary during 1997 for the construction of new plants, 
for other planned plant expansions, for seasonal working capital needs and for
the current stock repurchase program which began in May 1997. During 1997 the
registrant plans to spend a total of up to $45 million on capital
expenditures.  Two new facilities, one each in Alabama and Texas, are
scheduled to open in late 1997 and an additional plant in North Carolina is
planned for opening in the spring of 1998.

The registrant 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 and
common stock repurchases in the foreseeable future.  However, management  may
explore other opportunities to raise capital to finance the registrant's
growth.  Consistent with its plan to improve shareholder value through
investments in sound operating businesses, the registrant does not plan to pay
cash dividends in the near term.  The registrant's three year goal is to
increase earnings per share at a 20% compound annual growth rate with 1995 as
the base year.


                        Forward Looking Statements 

Certain statements contained in this report, including the industry analysts'
estimates of industry shipments for 1997, the registrant's plans for capital
expenditures and the registrant's three year goal of compound annual growth in
earnings per share of 20%, could be construed as forward looking statements
within the meaning of the Securities Exchange Act of 1934.  In addition,
Champion 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, that could cause actual results to differ
materially from those included in the forward looking statements.

Long term growth in the manufactured housing industry 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
utilize production capacity; (2) its ability to pass increased raw material
costs, particularly lumber 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.
PAGE
<PAGE>
                       PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

   On April 29, 1997 the registrant held its 1997 Annual Meeting of
Shareholders at which the following matters were submitted to a vote of
security holders and results of which were as follows:

   1.   Election of Directors

             Nominee                         Votes For   Votes Withheld

        Walter R. Young, Jr.                 43,624,332     206,957
        Robert W. Anestis                    43,625,192     206,097
        Frank J. Feraco                      43,625,252     206,037
        Selwyn Isakow                        43,625,327     205,962
        George R. Mrkonic                    43,619,968     211,321
        Johnson S. Savary                    43,625,084     206,205
        Robert W. Stark                      43,624,907     206,382
        Carl L. Valdiserri                   43,625,332     206,957

   2.   Proposal to Amend the Restated Articles of Incorporation to
        Increase the Number of Authorized Shares of Common Stock.

               Votes For - 40,019,371
               Votes Against - 3,714,426
               Votes Withheld/Abstentions - 97,491
               Nonvotes-None



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

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

      Exhibit No.           Description

       3.1     Amendment to Restated Articles of Incorporation
               of the Registrant.
        
        11     Computation of Earnings Per Share.

        27     Financial Data Schedule.


  (b) No reports on Form 8-K were filed by the registrant during the quarter
ended June 28, 1997.  


PAGE
<PAGE>
                              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/ A. JACQUELINE DOUT     

                                     A. Jacqueline Dout
                                     Executive Vice President
                                     and Chief Financial
                                     Officer (Principal Financial
                                     Officer)




                                  And: /s/ RICHARD HEVELHORST      

                                      Richard Hevelhorst
                                      Controller (Principal
                                      Accounting Officer)




Dated:  August 8, 1997

<PAGE>
                             INDEX TO EXHIBITS

EXHIBIT NO.                     DESCRIPTION

   3.1           Amendment to Restated Articles of Incorporation of 
                 the Registrant.

   11            Computation of Earnings Per Share

   27            Financial Data Schedule