Champion Enterprises, Inc. (NYSE: CHB).

2.75% Convertible Senior Notes due 2037.

 
$160,000,000

$20,000,000

November 1, 2037.

2.75% per annum, accruing from the settlement date.

 
Beginning on November 1, 2012, during any six-month period thereafter from November 1 to April 30 and from May 1 to October 31, if the average trading price of a note for the five consecutive trading days immediately preceding the first day of the applicable six-month interest period equals or exceeds 120% of the principal amount of the notes, we will reduce the 2.75% interest rate for the notes to 2.25% solely for the relevant interest period.

Each May 1 and November 1, beginning on May 1, 2008.

100%

2.75% per note

97.25% per note.

 
$11.52 per share.

Approximately 82% above NYSE closing price on October 29, 2007.

Approximately $20.97 per share of common stock, subject to adjustment.

47.6954 shares of common stock per $1,000 principal amount of notes, subject to adjustment.

For any day during the observation period, the daily conversion rate fraction shall not exceed 1/20^th of 86.8056 shares of common stock, subject to adjustment.

39.1102, subject to adjustment.

October 30, 2007.

November 2, 2007.

158496 AC3/US 158496AC37

Credit Suisse Securities (USA) LLC

The proceeds from the offering will be approximately $155 million, after deducting the underwriter’s discounts and commissions and estimated offering expenses, assuming the underwriter does not exercise its option to purchase additional notes to cover over-allotments. If the underwriter exercises its option to purchase additional notes to cover over-allotments in full, the net proceeds from the offering will be approximately $175 million, after deducting the underwriter’s discounts and commissions and estimated offering expenses.

The issuer intends to use approximately $97 million of the net proceeds from the offering to repurchase its 7.625% Senior Notes due 2009 tendered in the tender offer together with the tender premium and accrued interest, to repay a portion of the issuer’s outstanding principal and accrued interest under its term loan due 2012 and pay related fees and expenses. The remaining proceeds will be used for general corporate purposes.

 
The number of additional shares by which the applicable conversion rate for the notes will be increased for conversions in connection with a make-whole fundamental change will be determined by reference to the table below, based on the date on which the fundamental change occurs or becomes effective (the “effective date”) and the price paid per share of the issuer’s common stock in the fundamental change in the case of a make-whole fundamental change constituting a share exchange, exchange offer, tender offer, consolidation, merger or similar transaction described in clause (2) of the definition of fundamental change (determined without regard to the parenthetical in such clause (2)) in which holders of the issuer’s common stock receive only cash, or in the case of all other make-whole fundamental changes, the average of the last reported sale prices of the issuer’s common stock over the five trading-day period ending on the trading day immediately preceding the effective date of such other make-whole fundamental change (the “stock price”).

The stock prices set forth in the first row of the table below (i.e., column headers) will be adjusted as of any date on which the base conversion rate of the notes is otherwise adjusted. The adjusted stock prices will equal the stock prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the base conversion rate in effect immediately prior to the adjustment giving rise to the stock price adjustment and the denominator of which is the base conversion rate as so adjusted. The number of additional shares will be adjusted in the same manner as the base conversion rate as set forth under “Description of Notes—Conversion Rights—Conversion Rate Adjustments” in the prospectus supplement for the offering. The following table sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 principal amount of the notes: