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Exhibit 4.4

     SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of February
10, 2000, among CHAMPION ENTERPRISES, INC., a Michigan corporation (the
"Company"), Prairie Ridge, Inc., a Kansas corporation ("PRI"), Homes America of
Phoenix, LLC, a Michigan limited liability company ("HAP" and together with PRI,
the "New Subsidiary Guarantors"), the Subsidiary Guarantors (the "Existing
Subsidiary Guarantors") under the Indenture referred to below, and BANK ONE
TRUST COMPANY, NA (formerly known as THE FIRST NATIONAL BANK OF CHICAGO), a
national banking association, as trustee under the indenture referred to below
(the "Trustee").


                             W I T N E S S E T H :


     WHEREAS the Company and the Existing Subsidiary Guarantors have heretofore
executed and delivered to the Trustee an Indenture (the "Indenture") dated as of
May 3, 1999, as supplemented July 30, 1999 and October 4, 1999, providing for
the issuance of an aggregate principal amount of up to $200,000,000 of 7 5/8%
Senior Notes Due 2009 (the "Securities");

     WHEREAS the Company has determined for its benefit and for the benefit of
the Securityholders to cause the New Subsidiary Guarantors to execute and
deliver to the Trustee a supplemental indenture pursuant to which the New
Subsidiary Guarantors shall unconditionally guarantee all the Company's
obligations under the Securities pursuant to a Subsidiary Guaranty substantially
on the terms and conditions set forth herein; and

     WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Company
and the Existing Subsidiary Guarantors are authorized to execute and deliver
this Supplemental Indenture.

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Subsidiary Guarantors, the Company, the Existing Subsidiary Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
holders of the Securities as follows:

     1. Agreement to Guarantee. The New Subsidiary Guarantors hereby agree,
jointly and severally with all other Subsidiary Guarantors, to unconditionally
guarantee the Company's obligations under the Indenture and the Securities on
the terms and subject to the conditions set forth in Article 10 of the Indenture
and to be bound by all other applicable provisions of the Indenture.

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     2. Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.

     3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     4. Trustee Makes No Representation. The Trustee makes no representation as
to and shall not be responsible for the validity or sufficiency of this
Supplemental Indenture or for the recitals contained herein, all of which
recitals are made solely by the Company, the Existing Subsidiary Guarantors and
the New Subsidiary Guarantors.

     5. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     6. Effect of Headings. The Section headings herein are for convenience only
and shall not effect the construction thereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.

                              CHAMPION ENTERPRISES, INC.,


                              By: /s/ John J. Collins, Jr.
                              Name:  John J. Collins, Jr.
                              Title:  Secretary


EXISTING SUBSIDIARY GUARANTORS:

A-1 HOMES GROUP, INC.
ACCENT MOBILE HOMES, INC.
ALPINE HOMES, INC.
AMERICAN TRANSPORT, INC.
ART RICHTER INSURANCE, INC.
AUBURN CHAMP, INC.
BRYAN MOBILE HOMES, INC.
BUILDERS CREDIT CORPORATION

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CAC FUNDING CORPORATION
CAL-NEL, INC.
CARE FREE HOMES, INC.
CARNIVAL HOMES, INC.
CENTRAL MISSISSIPPI MANUFACTURED HOUSING, INC.
CHAMPION FINANCIAL CORPORATION
CHAMPION HOME BUILDERS CO.
CHAMPION HOME CENTERS, INC.
CHAMPION HOME COMMUNITIES, INC.
CHAMPION MOTOR COACH, INC.
CHANDELEUR HOMES, INC.
CLIFF AVE. INVESTMENTS, INC.
COLONIAL HOUSING, INC.
COUNTRY ESTATES HOMES, INC.
COUNTRYSIDE HOMES, INC.
CRESTPOINTE FINANCIAL SERVICES, INC.
CREST RIDGE HOMES, INC.
DUTCH HOUSING, INC.
FACTORY HOMES OUTLET, INC.
FACTORY OUTLET, INC.
FLEMING COUNTY INDUSTRIES, INC.
GATEWAY ACCEPTANCE CORP.
GATEWAY MOBILE & MODULAR HOMES, INC.
GATEWAY PROPERTIES CORP.
GEM HOMES, INC.
GRAND MANOR, INC.
HEARTLAND HOMES, INC.
HOMEPRIDE FINANCE CORP.
HOMES AMERICA FINANCE, INC.
HOMES AMERICA, INC.
HOMES AMERICA OF ARIZONA, INC.
HOMES AMERICA OF CALIFORNIA, INC.
HOMES AMERICA OF OKLAHOMA, INC.
HOMES AMERICA OF UTAH, INC.
HOMES AMERICA OF WYOMING, INC.
HOMES OF LEGEND, INC.
HOMES OF MERIT, INC.
I.D.A., INC.
IMPERIAL HOUSING, INC.
INVESTMENT HOUSING, INC.
ISEMAN CORP.
JASPER MOBILE HOMES, INC.
KENTUCKYBILT HOMES, INC.
LAKE COUNTRY LIVING, INC.
LAMPLIGHTER HOMES, INC.
LAMPLIGHTER HOMES (OREGON), INC.
M&J SOUTHWEST DEVELOPMENT CORP.
MANUFACTURED HOUSING OF LOUISIANA, INC.
MOBILE FACTORY OUTLET, INC.
MODULINE INTERNATIONAL, INC.

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NORTHSTAR CORPORATION
PHILADELPHIA HOUSING CENTER, INC.
PREMIER HOUSING, INC.
REDMAN BUSINESS TRUST
REDMAN HOMES, INC.
REDMAN HOMES MANAGEMENT COMPANY, INC.
REDMAN INDUSTRIES, INC.
REDMAN INVESTMENT, INC.
REDMAN MANAGEMENT SERVICES BUSINESS TRUST
REDMAN RETAIL, INC.
REGENCY SUPPLY COMPANY, INC.
SAN JOSE ADVANTAGE HOMES, INC.
SERVICE CONTRACT CORPORATION
SOUTHERN SHOWCASE FINANCE, INC.
SOUTHERN SHOWCASE HOUSING, INC.
STAR FLEET, INC.
THE OKAHUMPKA CORPORATION
THOMAS HOMES OF AUSTIN, INC.
THOMAS HOMES OF BUDA, INC.
THOMAS HOMES OF TEXAS, INC.
TOM TERRY ENTERPRISES, INC.
TRADING POST MOBILE HOMES, INC.
U.S.A. MOBILE HOMES, INC.
VICTORY INVESTMENT COMPANY
VIDOR MOBILE HOME CENTER, INC.
WESTERN HOMES CORPORATION
WHITWORTH MANAGEMENT, INC.
WRIGHT'S MOBILE HOMES, INC.

                              NEW SUBSIDIARY GUARANTORS:
                              HOMES AMERICA OF PHOENIX, LLC
                              PRAIRIE RIDGE, INC.

THE UNDERSIGNED IS THE AUTHORIZED SIGNATORY FOR THE EXISTING
SUBSIDIARY GUARANTORS AND THE NEW SUBSIDIARY GUARANTORS,


                              By: /s/ John J. Collins, Jr.
                              Name:  John J. Collins, Jr.
                              Title:  Secretary



                              BANK ONE TRUST COMPANY, NA, as
                                    Trustee,


                              By: /s/ Sandra L. Caruba
                              Name:  Sandra L. Caruba
                              Title:  Vice President