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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 CHAMPION ENTERPRISES, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Michigan
    
    38-2743168(State or Other Jurisdiction of
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 2701 Cambridge Court, Suite 300, Auburn Hills, MI
    
    48326(Address of Principal Executive Offices)
    
    (Zip Code)
 Champion Enterprises, Inc. 2005 Equity Compensation and Incentive Plan  (Full Title of the Plan)
 (Name and Address of Agent for Service)
  CALCULATION OF REGISTRATION FEE
 Title of Each
    
    
    
    
    
    Proposed Maximum
    
    
    Proposed Maximum
    
    
    Amount ofClass of Securities
    
    
    Amount to be
    
    
    Offering
    
    
    Aggregate
    
    
    RegistrationTo be Registered
    
    
    Registered(1)
    
    
    Price Per Share(2)
    
    
    Offering Price(2)
    
    
    FeeCommon Stock,
$1.00 par value
    
    
    4,000,000
    
    

$15.175
    
    

$60,700,000
    
    

$6,494.90
 (1)
    
    This Registration Statement shall also cover any additional shares of Common Stock that
may be necessary to adjust the number of shares reserved for issuance pursuant to the plan as the
result of any future stock split, stock dividend or similar adjustment of the registrants
outstanding Common Stock.(2)
    
    This calculation is made solely for the purpose of determining the amount of the Registration
Fee pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933, as amended, based on
the average of the high and low prices for the Common Stock on the New York Stock Exchange on March
22, 2006.




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TABLE OF CONTENTS  PART IPART IIItem 3. Incorporation of Documents by ReferenceItem 4. Description of SecuritiesItem 5. Interests of Named Experts and CounselItem 6. Indemnification of Directors and OfficersItem 7. Exemption from Registration ClaimedItem 8. ExhibitsItem 9. UndertakingsSIGNATURESEXHIBIT INDEXOpinion of Dykema Gossett PLLCConsent of PricewaterhouseCoopers LLP    Table of Contents  
 PART I
 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
   
 PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 3. Incorporation of Documents by Reference.
  (a)
    
    The Companys Annual Report on Form 10-K for the year ended December 31, 2005.(b)
    
    The Companys Current Reports on Form 8-K filed with the Commission on January
12, 2006, February 10, 2006, March 1, 2006, March 13, 2006 and March 20, 2006.(c)
    
    The description of the Companys Common Stock contained in the Companys
Registration Statement on Form 8-A, No. 1-9751, filed under the Securities Exchange Act
of 1934, including any amendment or report filed for the purpose of updating such
description.
  2




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Item 4. Description of Securities.
  
 Item 5. Interests of Named Experts and Counsel.
  
 Item 6. Indemnification of Directors and Officers.
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Item 7. Exemption from Registration Claimed.
  
 Item 8. Exhibits.
  ExhibitNumber
    
    Description4.1
    
    Champion Enterprises, Inc. 2005 Equity Compensation and
Incentive Plan, filed as Exhibit 10.1 to the Registrants Current Report
on Form 8-K dated May 4, 2005, and incorporated herein by reference.5.1
    
    Opinion of Dykema Gossett PLLC.23.1
    
    Consent of PricewaterhouseCoopers LLP.23.2
    
    Consent of Dykema Gossett PLLC (contained in Exhibit 5.1).24.1
    
    Power of Attorney (contained on signature page).
 
 Item 9. Undertakings.
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SIGNATURES
  CHAMPION ENTERPRISES, INC.By:
    
    /s/ William C. GriffithsWilliam C. GriffithsChairman, President andChief Executive Officer
 POWER OF ATTORNEY
   Title/s/ William C. Griffiths
    
    Chairman, President and Chief Executive OfficerWilliam C. Griffiths
    
    (Principal
Executive Officer) and Director/s/ Phyllis A. Knight
    
    Executive Vice President, Chief FinancialPhyllis A. Knight
    
    Officer
and Treasurer(Principal Financial Officer)/s/ Richard P. Hevelhorst
    
    Vice President and ControllerRichard P. Hevelhorst
    
    (Principal
Accounting Officer)/s/ Robert W. Anestis

Robert W. Anestis
    
    Director




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/s/ Eric S. Belsky

Eric S. Belsky
    
    Director/s/ Selwyn Isakow

Selwyn Isakow
    
    Director/s/ Brian D. Jellison

Brian D. Jellison
    
    Director/s/ G. Michael Lynch

G. Michael Lynch
    
    Director/s/ Thomas A. Madden

Thomas A. Madden
    
    Director/s/ Shirley D. Peterson

Shirley D. Peterson
    
    Director/s/ David S. Weiss

David S. Weiss
    
    Director




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ExhibitNumber
    
    Description of Exhibit4.1
    
    Champion Enterprises, Inc. 2005 Equity Compensation and
Incentive Plan, filed as Exhibit 10.1 to the Registrants
Current Report on Form 8-K dated May 4, 2005, and
incorporated herein by reference.5.1
    
    Opinion of Dykema Gossett PLLC.23.1
    
    Consent of PricewaterhouseCoopers LLP.23.2
    
    Consent of Dykema Gossett PLLC (contained in Exhibit 5.1).24.1
    
    Power of Attorney (contained on signature page).