UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No.     6     )*


Champion Enterprises, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

158496109
(CUSIP Number)



Check the following box if a fee is being paid with this statement [ ]. 
 (A fee is not required only if the filing person: (1) has a previous 
statement on file reporting beneficial ownership of more than five 
percent of the class of securities described in Item 1; and (2) has 
filed no amendment subsequent thereto reporting beneficial ownership of 
five percent or less of such class.)  (See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class 
of securities, and for any subsequent amendment containing information 
which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not 
be deemed to be "filed" for the purpose of Section 18 of the Securities 
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of 
that section of the Act but shall be subject to all other provisions of 
the Act (however, see the Notes).














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CUSIP No.  158496109         
					
1)  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

               First Pacific Advisors, Inc.
               04-3118452
					
2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                        (A)  [ ]
               N/A                                      (B)  [ ]
					
3)  SEC USE ONLY


					
4)  CITIZENSHIP OR PLACE OF ORGANIZATION

               Massachusetts
					
                   (5)  SOLE VOTING POWER
                                                                 -0-
  NUMBER OF        					
   SHARES          (6)  SHARED VOTING POWER
BENEFICIALLY                                                   1,712,000
OWNED BY EACH      					
  REPORTING        (7)  SOLE DISPOSITIVE POWER
 PERSON WITH                                                     -0-
                   					
                   (8)  SHARED DISPOSITIVE POWER
                                                               4,563,000
					
9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               4,563,000
					
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

               N/A
					
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

               6.3
					
12) TYPE OF REPORTING PERSON*

               IA
					




*SEE INSTRUCTION BEFORE FILLING OUT!



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ITEM 1(a)    NAME OF ISSUER.

               Champion Enterprises, Inc.

ITEM 1(b)    ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

               2701 Cambridge Court, Suite 300, Auburn Hills, MI  48326

ITEM 2(a)    NAME OF PERSON FILING.

               First Pacific Advisors, Inc.

ITEM 2(b)    ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE,
             RESIDENCE.

               11400 West Olympic Boulevard, Suite 1200, Los Angeles, CA
               90064

ITEM 2(c)    CITIZENSHIP OR PLACE OF ORGANIZATION.

               Massachusetts

ITEM 2(d)    TITLE OF CLASS OF SECURITIES.

               Common Stock

ITEM 2(e)    CUSIP NUMBER.

               158496109

ITEM 3       REPORTING PERSON.

               See Item 12 on cover page

ITEM 4       OWNERSHIP.

               See Items 5 - 11 on cover page

ITEM 5       OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

               N/A

ITEM 6       OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
             PERSON.

               N/A

ITEM 7       IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
             ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT 
             HOLDING COMPANY.

               N/A





PAGE 3 OF 4 PAGES


ITEM 8       IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

               N/A

ITEM 9       NOTICE OF DISSOLUTION OF GROUP.

               N/A

ITEM 10      CERTIFICATION.



     By signing below I certify that, to the best of my 
knowledge and belief, the securities referred to above were 
acquired in the ordinary course of business and were not 
acquired for the purpose of and do not have the effect of 
changing or influencing the control of the issuer of such 
securities and were not acquired in connection with or as a 
participant in any transaction having such purpose or effect.

     After reasonable inquiry and to the best of my knowledge 
and belief, I certify that the information set forth in this 
statement is true, complete and correct.


	February 9, 2005
				
Date


	/s/ J. Richard Atwood
				
Signature



	J. Richard Atwood, Principal and Chief Operating Officer
				
Name/Title
















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