10-Q, 1998-08-31
Previous: MEDITRUST OPERATING CO, POS AM, 1998-08-31

                                FORM 10-Q


                          WASHINGTON, DC   20549


     X              OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended July 26, 1998


______              OF THE SECURITIES EXCHANGE ACT OF 1934

       For the transition period from ___________ to ___________

                       Commission File Number 1-7699

                       FLEETWOOD ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

     Delaware                           95-1948322
_______________________           ___________________________________
(State or other jurisdiction of  (I.R.S. Employer Identification Number)
incorporation or organization) 

3125 Myers Street, Riverside, California 	92503-5527
(Address of principal executive offices)		(Zip code)

Registrant's telephone number, including area code (909)  351-3500

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 close of the period covered by this report.

       Class                         Outstanding at July 26, 1998
_________________________           ______________________________

Common stock, $1 par value          32,034,309   shares

Preferred share purchase rights         --


     The following unaudited interim condensed financial statements have 
been prepared by the Company pursuant to the rules and regulations of the 
Securities and Exchange Commission.  Such financial statements have been 
reviewed by Arthur Andersen LLP in accordance with standards established by 
the American Institute of Certified Public Accountants.  As indicated in 
their report included herein, Arthur Andersen LLP does not express an 
opinion on these statements.

     Certain information and note disclosures normally included in annual 
financial statements prepared in accordance with generally accepted 
accounting principles have been condensed or omitted pursuant to those 
rules and regulations, although the Company believes that the disclosures 
made are adequate to make the information presented not misleading.  In the 
Company's opinion, the statements reflect all adjustments (which include 
only normal recurring adjustments) necessary to present fairly the results 
of operations for the periods ending July 26, 1998 and July 27, 1997, and 
the balances as of July 26, 1998 and April 26, 1998.  It is suggested that 
these condensed financial statements be read in conjunction with the 
financial statements and the notes thereto included in the Company's latest 
annual report on Form 10-K.


To the board of directors and shareholders of Fleetwood Enterprises, Inc.:

     We have reviewed the accompanying condensed consolidated balance sheet 
of FLEETWOOD ENTERPRISES, INC. (a Delaware Corporation) and subsidiaries as 
of July 26, 1998, and the related condensed consolidated statements of 
income for the thirteen-week periods ended July 26, 1998 and July 27, 1997, 
respectively, the condensed consolidated statements of cash flows for the 
thirteen-week periods ended July 26, 1998 and July 27, 1997, and the 
condensed statement of changes in shareholders' equity for the thirteen-
week period ended July 26, 1998 in accordance with Statements on Standards 
for Accounting and Review Services issued by the American Institute of 
Certified Public Accountants.  All information included in these financial 
statements is the representation of the management of Fleetwood 
Enterprises, Inc. and subsidiaries.

     A review of interim financial information consists principally of 
inquiries of Company personnel and analytical procedures applied to 
financial data.  It is substantially less in scope than an audit in 
accordance with generally accepted auditing standards, the objective of 
which is the expression of an opinion regarding the financial statements 
taken as a whole.  Accordingly, we do not express such an opinion.

     Based on our review, we are not aware of any material modifications 
that should be made to the condensed consolidated financial statements 
referred to above for them to be in conformity with generally accepted 
accounting principles.

     We have previously audited, in accordance with generally accepted 
auditing standards, the consolidated balance sheet of Fleetwood 
Enterprises, Inc. and subsidiaries as of April 26, 1998, and the related 
consolidated statements of income, cash flows and changes in shareholders' 
equity for the year then ended (not presented herein), and, in our report 
dated June 22, 1998, we expressed an unqualified opinion on those 
consolidated financial statements.  In our opinion, the information set 
forth in the accompanying condensed consolidated balance sheet as of April 
26, 1998, is fairly stated, in all material respects, in relation to the 
consolidated balance sheet from which it has been derived.

                                          ARTHUR ANDERSEN LLP

Orange County, California 
August 25, 1998

              (Amounts in thousands except per share data)              
                                      13 Weeks Ended    13 Weeks Ended  
                                      July 26, 1998     July 27, 1997  
<S>                                        <C>             <C>      
Net sales:              
  Manufacturing                            $839,761        $728,454  
  Retail                                      1,878              --
  Less:  intercompany                        (1,484)             -- 
                                            -------        --------   
                                            840,155         728,454   
Cost of products sold                       666,365         594,785 
                                            -------        --------   
  Gross profit                              173,790         133,669 
Operating expenses                          123,539          84,595 
                                            -------        --------   
  Operating income                           50,251          49,074
Other income (expense):              
  Investment income                           5,095           2,293 
  Interest expense                             (868)           (879)
  Distribution on preferred securities       (4,380)             --
  Other                                        (125)           (144)
                                             ------          ------
                                               (278)          1,270
                                             -------         ------

Income before provision for income taxes     49,973          50,344
Provision for income taxes                  (19,748)        (19,402)
                                           --------        -------- 
Net income                                 $ 30,225        $ 30,942 
                                           ========        ========
Net income per Common share:              
  Basic EPS                                    $.96            $.86   
  Diluted EPS                                   .86             .84   
                                           ========        ======== 
Dividends declared per share of Common 
  stock outstanding                            $.18            $.17 
                                           ========        ======== 
Weighted average Common shares:              
  Basic                                      31,621          35,843 
  Diluted                                    38,242          36,668  
                                           ========        ======== 
See accompanying notes to financial statements.              

                             JULY 26,1998
                         (Amounts in thousands)

<S>                                                 <C>
Net income                                          $30,225

Other comprehensive income, net of tax:
  Foreign currency translation adjustments, net
    of income taxes of $631                           ( 756)
  Unrealized loss on securities, net of income
    taxes of $64                                       (110)

Other comprehensive income                             (866)
Comprehensive income                                $29,384


See accompanying notes to financial statements.          

                     ASSETS                 (Amounts in thousands)   
                                        July 26, 1998   April 26, 1998
Current assets:                                (Unaudited)    
  Cash                                    $   30,306     $   28,143 
  Marketable investments                     303,764        255,919 
  Receivables                                196,882        195,388 
  Inventories                                178,668        153,746 
  Deferred tax benefits - current             32,441         30,212 
  Other current assets                        26,544         19,443 
                                            --------      --------- 
    Total current assets                     768,605        682,851 
Property, plant and equipment                277,255        277,211 
Marketable investments maturing after 
  one year                                    20,429         21,660 
Deferred tax benefits                         47,322         45,042 
Cash value of Company-owned life insurance    63,827         63,355 
Goodwill and intangible assets                63,156         13,745 
Other assets                                  21,257         25,616 
                                             -------      --------- 
                                          $1,261,851     $1,129,480 
                                          ==========     ========== 
Current liabilities:                
  Accounts payable                       $   123,653    $   118,481 
  Employee compensation and benefits          74,090         74,435 
  Federal and state taxes on income           31,952          8,800 
  Other liabilities                          180,086        124,086 
                                          ----------     ---------- 
    Total current liabilities                409,781        325,802 
Deferred compensation and benefits            62,752         58,272 
Insurance reserves                            27,276         26,880 
Long-term debt                                55,000         55,000 

Company-obligated mandatorily redeemable convertible preferred 
securities of Fleetwood Capital Trust holding solely 6% convertible 
subordinated debentures of the Company       287,500        287,500 
Contingent liabilities                
Shareholders' equity:                
  Preferred stock, $1 par value, authorized 10,000,000 shares, 
    none outstanding            
  Common stock, $1 par value, authorized              
    75,000,000 shares, outstanding 32,034,000 at July 26, 1998   
    and 31,451,000 at April 26, 1998          32,034        31,451 
  Capital surplus                             73,680        54,340 
  Retained earnings                          316,155       291,696 
  Accumulated other comprehensive 
    income (loss)                             (2,327)       (1,461)
                                            --------      --------
                                             419,542       376,026
                                            --------      --------
                                          $1,261,851    $1,129,480
                                          ==========    ========== 
           See accompanying notes to financial statements.     

                   FLEETWOOD ENTERPRISES  INC.
                  (Amounts in thousands) 
                                                 13 Weeks      13 Weeks
                                                  Ended         Ended
                                                 July 26,      July 27,
                                                  1998          1997
<S>                                              <C>           <C>    
Net income                                       $30,225       $30,942
Adjustments to reconcile net income to net                    
  cash provided by operating activities:                  
  Depreciation expense                             6,703        6,761
  Amortization of intangibles and goodwill            65           65 
  Losses on sales of property, plant and equipment   125          144 
  Non-recurring insurance gain                        --      (16,180)
  Changes in assets and liabilities:                  
    (Increase) decrease in receivables             1,948       (3,552)
    (Increase) decrease in inventories             5,707      (15,439)
    (Increase) decrease in deferred tax benefits  (4,509)       2,947 
    Increase in cash value of Company-owned                
      life insurance                                (472)        (143)
    Increase in goodwill and intangible assets    (8,919)          -- 
    Decrease in other assets                      (2,180)      (3,962)
    Increase in accounts payable                   2,127        2,358 
    Increase in employee compensation and benefits 4,135        1,892 
    Increase in Federal and state income taxes    23,152       12,297 
    Increase in other liabilities                 23,308       10,773 
                                                 -------      -------
Net cash provided by operating activities         81,415       28,903 
                                                 -------      -------
Purchases of investment securities:                    
  Held-to-maturity                            (1,600,835)  (1,550,024)
  Available-for-sale                             (24,578)      (3,839)
Proceeds from maturity of investment securities:                    
  Held-to-maturity                             1,554,921    1,507,950 
  Available-for-sale                              12,990          --  
Proceeds from sale of available-for-sale 
  investment securities                           10,778        2,716 
Acquisition of retail companies, net of $1,262 
  cash acquired                                  (22,218)          -- 
Purchases of property, plant and equipment        (3,831)      (8,403)
                                                 -------       ------ 
Net cash used in investing activities            (72,773)     (51,600)
                                                 -------      -------
Dividends to shareholders                         (5,766)      (6,101)
Proceeds from exercise of stock options               43        6,534 
                                                 -------      -------
Net cash provided by (used in) 
  financing activities                            (5,723)         433 
                                                 -------      -------
Foreign currency translation adjustment             (756)         406 
                                                 -------      -------
Increase (decrease) in cash                        2,163      (21,858)
Cash at beginning of period                       28,143       37,890 
                                                  ------       ------
Cash at end of period                            $30,306      $16,032 
                                                 =======      ====== 
  Cash paid during the period for -   
  Interest                                        $5,349         $884 
  Income taxes                                     2,130        1,094 
                                                ========        =====
DETAILS OF ACQUISITIONS:                    
  Fair value of assets                           $79,493          --  
  Liabilities assumed                             36,133          --  
                                                --------        ------
  Acquisitions price                              43,360          --  
  Less cash acquired                              (1,262)         --  
  Less Common stock issued for acquisitions      (19,880)         --  
                                                 -------        ------
  Net cash paid for acquisitions                 $22,218          --  
                                                 =======        ======
  Common stock issued for acquisitions           $19,880          --  
                                                 =======       =======
See accompanying notes to financial statements.        

                 (Amounts in thousands)    
               Common Stock                          Compre-    Total
             Number              Capital  Retained  hensive Shareholders'
              of Shares  Amount  Surplus  Earnings  Income    Equity
<S>           <C>       <C>       <C>      <C>       <C>       <C>      
Balance April 26,
 1998         31,451    $31,451   $54,340  $291,696  $(1,461)  $376,026
 Add (deduct) -                            
 Net income      --        --        --      30,225      --      30,225
  Other comprehensive                            
    income       --        --        --         --      (866)      (866)
  Cash dividends 
   declared on                           
   Common stock  --        --        --     (5,766)       --     (5,766)
  Stock options exercised                            
   (including related tax                          
    benefits)     1         1        42        --         --         43
  Stock issued for                            
   acquisitions 582       582    19,298        --         --     19,880
               ----      ----    ------     ------      -----    ------
Balance July 26,
   1998      32,034   $32,034   $73,680   $316,155   $(2,327)  $419,542 
             ======   =======   =======   ========   =======   ========
See accompanying notes to financial statements 



                     JULY 26, 1998

1)  Reference to Annual Report

    Reference is made to the Notes to Consolidated Financial Statements   
    included in the Company's Form 10-K annual report for the year ended 
    April 26, 1998.

2)  Industry Segment Information

    Information with respect to industry segments for the periods ending  
    July 26, 1998 and July 27, 1997 is shown below (amounts in 
                                          13 Weeks Ended    13 Weeks Ended
                                           July 26, 1998     July 27, 1997
<S>                                         <C>                <C>

Manufactured housing -             
  Manufacturing                             $400,412           $366,649
  Less:  intercompany                         (1,484)                --
                                            --------             ------
                                             398,928            366,649
  Retail                                       1,878                 --
                                            --------            -------
                                             400,806            366,649

Recreational vehicles                        428,766            350,693
Supply operations                             10,583             11,112

                                            $840,155           $728,454
                                            ========           ========


Manufactured housing                         $25,496           $ 15,830
Housing - retail                              (1,094)                --
Recreational vehicles                         26,637             16,113
Supply operations                              3,583              3,392
Corporate and other*                          (4,371)            13,739**
                                              ------           --------
                                             $50,251           $ 49,074
                                             =======           ========
*   Including adjustments and eliminations.
**  Includes non-recurring insurance gain of $16.2 million.

3)  Earnings Per Share

    Basic earnings per share is computed by dividing income available to 
Common stockholders by the weighted average number of Common shares 
outstanding.  Diluted earnings per share includes the effect of 
potential shares outstanding from dilutive stock options and dilutive 
preferred securities.  After-tax distributions on preferred 
securities are added to net income to arrive at earnings used in the 
diluted earnings per share calculation.  The table below shows the 
calculation components of earnings per share for both basic and 
diluted earnings per share (amounts in thousands):
                                 13 Weeks Ended    13 Weeks Ended
                                  July 26, 1998     July 27, 1997

                                        Weighted             Weighted
                                        Average              Average
                                Income   Shares     Income   Shares
    <S>                         <C>      <C>        <C>      <C> 
    Basic earnings per share	$30,225	  31,621    $30,942  35,843
    Effect of dilutive securities:
      Stock options                  --      720         --     825
      Preferred securities	  2,781	    5,90         --	-- 
    Diluted earnings per share	$33,006   38,242    $30,942  36,668
                                =======  ======     =======  ======
4)   Accumulated Other Comprehensive Income Balances

    The Company has adopted SFAS 130 "Reporting Comprehensive Income" 
    which establishes standards for reporting and displaying comprehensive 
    income and its components in a full set of general purpose financial  
    statements.  The following reflects the activity in the accumulated 
    other comprehensive income balance for the period (amounts in 
                             Foreign        Unrealized  Accumulated Other
                             Currency        Gains on    Comprehensive
                              Items         Securities      Income
    <S>                     <C>                <C>         <C>
    Beginning balance       $(1,759)           $298        $(1,461)
    Current period change      (756)           (110)          (866)

    Ending balance          $(2,515)           $188        $(2,327)
                            =======            ====        =======


(Amounts in thousands)              
The following is an analysis of changes in key items included in the
consolidated statements of income for the 13-week period ended July 26, 
1998 compared to the 13-week period ended July 27, 1997. 

                                               Thirteen Weeks Ended 
                                                  July 26, 1998 

                                                 Increase      %    
                                                (Decrease)    Change
Sales                                            $111,701     15.3%
Cost of products sold                              71,580     12.0 
  Gross profit                                     40,121     30.0 
Selling expenses                                   16,089     34.3 
General and administrative expenses                22,855*    60.7 
Operating expenses                                 38,944*    46.0 
  Operating income                                  1,177*     2.4 
Other income (expense)                             (1,548)  (121.9)
Income before taxes                                  (371)     (.7)
Provision for income taxes                            346      1.8
Net income                                       $    (717)    (2.3)%
                                                 =========    =====
*  Prior year included $16.2 million non-recurring insurance gain which
   reduced operating costs and increased operating income.  Excluding the 
   insurance gain from prior year results, percentage increases would 
   have been 12.4% for general and administrative expenses  22.6% for 
   operating expenses and 52.8% for operating income. 

Current Quarter Compared to Same Quarter Last Year

Consolidated Results:

Net income for the first quarter of fiscal 1999 was $30.2 million or 86 
cents per share on a diluted basis compared to $30.9 million or 84 cents 
per diluted share a year ago.  Prior year earnings included a non-recurring 
gain of $10.4 million or 28 cents per share from certain insurance 
transactions.  Excluding the insurance gain from prior year results, 
earnings per share improved 54% as a result of operating gains from both 
manufactured housing and recreational vehicles.
In last year's first quarter, the Company recorded a change in estimate of 
products liability insurance reserves and concurrently lowered its self-
insured retention (i.e. deductible) by placing a portion of its insurance 
risk in the commercial insurance market.  The net effect of these actions 
was an increase in operating income of $16.2 million and an improvement to 
net earnings of $10.4 million or 28 cents per share.

Higher sales of both manufactured housing and recreational vehicles led to 
a 15% increase in consolidated revenues to a record $840.2 million from 
$728.5 million in last year's first quarter.  
Both of the Company's core manufacturing businesses posted strong earnings 
gains for the quarter primarily as a result of record sales and improved 
operating efficiencies.  Gross profit margin for fiscal 1999 rose to 20.7% 
from 18.4% last year as both housing and recreational vehicles experienced 
margin improvements. 

Operating expenses rose 46.0% to $123.5 million, and also increased as a 
percentage of sales from 11.6% to 14.7%.  Excluding the effect of the non-
recurring $16.2 million insurance gain from prior year results, operating 
expenses were up 23% from an adjusted $100.8 million and 13.8% of sales 
last year.  As a percentage of sales, selling expenses were up from 6.4% a 
year ago to 7.5%, while general and administrative expenses, adjusted to 
exclude the insurance gain, declined from 7.4% to 7.2% this year.  Selling 
expenses increased 34% to $63.0 million, primarily reflecting higher costs 
for advertising, sales compensation and product warranty and service.  
General and administrative expenses, as adjusted, were up 12% to $60.5 
million, reflecting higher management incentive compensation stemming from 
improved profits. 

Non-operating items totaled a loss of $278,000 in the July quarter compared 
to income of $1.3 million a year ago.  The loss resulted from the $4.4 
million distribution on convertible preferred securities, which included 
amortization of related underwriting costs.  Income from investments of 
$5.1 million was more than double last year's  $2.3 million,  largely due 
to the significantly higher cash balances that were available for 
investment this year.  The large balance of invested funds this year mainly 
resulted from a combination of cash flow from operations, proceeds from the 
convertible preferred securities offering and the exercise of stock 

The effective income tax rate rose to 39.5% in the first quarter compared 
to 38.5% a year ago due to an increase in state tax accruals.  Last year, 
the reinsurance gain was taxed at a lower rate for state tax purposes 
versus a typically higher rate for manufacturing income. 

Manufactured Housing:

Manufactured housing revenues rose nine percent to a record $398.9 million 
on a five percent gain in unit sales to 17,158 homes.  A higher mix of 
multi-section homes, which rose from 55% to 56% of sales, resulted in a six 
percent increase in sections and a higher realization per home sold.  

First quarter operating income increased 61% from $15.8 million to $25.5 
million, and also rose as a percentage of sales from 4.3% to 6.4%.  The 
higher profits resulted from higher sales volume, along with improved gross 
profit margins due to selling price increases and lower material costs.

Recreational Vehicles:

Recreational Vehicle sales in the first quarter surged 22% to a record 
$428.8 million compared to $350.7 million in last year's first period.  A 
rising RV market and Fleetwood market share gains led to the strong sales 
performance.   Motor home sales increased 25% to $259.4 million, which 
represented the highest first quarter revenues ever recorded by the motor 
home division. This reflects a 14% increase in motor home shipments to 
3,780 units.  Both towable divisions produced record first quarter sales 
with travel trailer sales rising 17% to $139.9 million and folding trailer 
revenues increasing 23% to $29.5 million.  Healthy unit volume gains were 
posted by both towable divisions, with travel trailers rising 19% to 
10,153 and folding trailers up 13% to 5,324.  

RV operating income climbed 65% to $26.6 million as a result of the 
increase in sales and higher gross margins.   As a percentage of sales, 
operating income rose to 6.2% from 4.6% a year ago.  RV results were 
particularly driven by improved profitability from the Company's motor 
home division which made a significant recovery from operational 
difficulties encountered last year in connection with a plant production 
realignment initiative.  All three RV divisions, however, produced better 
margins than were experienced last year, primarily as a result of 
productivity gains and raw material cost reductions.

Supply Operations:

The Company's supply group recorded sales of $10.6 million in the July 
quarter compared to $11.1 million in last year's similar period.  
Operating income increased six percent to $3.6 million, despite the 
decline in outside sales.  

Retail Housing Operations:

The Company's retail housing division posted first quarter sales of $1.9 
million generated from three sales centers owned and operated during the 
quarter.  Fleetwood's previously announced acquisition of HomeUSA, Inc., 
the nation's largest independent retailer of manufactured homes, was 
completed on August 10, 1998, and thus, didn't have an impact on first 
quarter results.  This acquisition, combined with five smaller 
acquisitions completed since June 1998, resulted in the Company having a 
total of 116 retail sales centers nationwide as of August 31, 1998 and an 
estimated full-year sales volume of more than $380 million.  Some portion 
of future manufactured housing revenues will be eliminated in 
consolidation because homes sold by Fleetwood manufacturing centers to 
Company-owned retailers cannot be recognized as sales on a consolidated 
basis until homes are sold at retail.  Based on the fact that the majority 
of retail sales are expected to be Fleetwood product, the Company 
estimates that approximately 50% of incremental retail volume will be 
eliminated in consolidation against future manufacturing revenues.  For 
financial reporting purposes, the retail division is on a calendar quarter 
basis.  Accordingly, none of the five smaller acquisitions had any income 
statement impact in the Company's first quarter, despite the fact that the 
investment was included in the July 1998 balance sheet.

Liquidity and Capital Resources

The Company generally relies upon internally generated cash flows to 
satisfy working capital needs and to fund capital expenditures.  Cash 
generated from operations improved to $81.4 million compared to $28.9 
million last year as a result of profitable operations and a reduction in 
working capital investment.

Cash totaling $22.2 million was used for the acquisition of five retail 
housing companies during the first quarter.  This was in addition to $19.9 
million in Common stock issued as part of the consideration.  The retail 
acquisitions resulted in some significant changes in assets and 
liabilities as of July 26, 1998, which included $30.6 million for 
inventories, $40.5 million for goodwill and $28.7 million for floor plan 
financing liability. 

Cash outlays in the current year included $5.8 million in dividends to 
shareholders and $3.8 million for capital expenditures.  This compares 
with $6.1 million and $8.4 million, respectively, last year.

Year 2000 Compliance

The Company is dependent on a cluster of centralized computers to provide 
data in support of vital company-wide operational and accounting 
functions.  Many of the computer routines used to generate this data were 
programmed in-house, following the common practice of using only two 
digits to designate a year.  As a consequence, as we approach the year 
2000, programs with date-related logic would not be able to distinguish 
between the years 1900 and 2000, potentially causing software and hardware 
to fail, generate erroneous calculations or present information in an 
unusable form.  In recognition of this potential, the Company launched a 
"Year 2000" conversion project in February 1996 to correct and fully test 
all offending computer code by mid-1998.  At this date, the project is 
substantially complete and in a testing phase.  It is expected that all 
systems will be Year 2000 compliant and operational by the early part of 
calendar 1999.  Given these efforts, management does not anticipate any 
appreciable impact on company operations consequent to the use of the 
Company's computer systems in the new millennium.  The estimated amount 
the Company plans to spend on the year 2000 project will not have a 
material effect on results of operations, liquidity and capital resources.


The Financial Accounting Standards Board ("FASB") Statement No. 130, 
"Reporting Comprehensive Income," was adopted by the Company in the first 
quarter.  This statement establishes standards for the reporting and 
display of comprehensive income and its components (revenues, expenses, 
gains and losses) in a full set of general-purpose financial statements.  
FASB Statement No. 131, "Disclosures About Segments of an Enterprise and 
Related Information," was also adopted this quarter.  This statement 
establishes standards for the way that companies report information about 
operating segments in annual financial statements, and requires that 
companies report selected information about operating segments in interim 
financial reports issued to shareholders. 

              PART II         OTHER  INFORMATION

There are no other items to be reported or exhibits to be filed.


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.

                                     FLEETWOOD ENTERPRISES, INC.

                                     Paul M. Bingham
                                     Senior Vice President - Finance
                                     and Chief Financial Officer

August 31, 1998


[SROS]        NYSE
[SROS]        PCX

<TABLE> <S> <C>

<ARTICLE>     5
<MULTIPLIER>   1,000
<S>                                 <C>
<PERIOD-TYPE>                       3-MOS 
<FISCAL-YEAR-END>                              APR-25-1999
<PERIOD-END>                                   JUL-26-1998
<CASH>                              30,306
<SECURITIES>                       324,193
<RECEIVABLES>                      196,882
<ALLOWANCES>                             0
<INVENTORY>                        178,668
<CURRENT-ASSETS>                   768,605
<PP&E>                             467,673
<DEPRECIATION>                     190,418
<TOTAL-ASSETS>                   1,261,851
<CURRENT-LIABILITIES>              409,781
<BONDS>                                  0
<COMMON>                            32,034
<OTHER-SE>                         387,508
<SALES>                            840,155
<TOTAL-REVENUES>                   840,155
<CGS>                              666,365
<TOTAL-COSTS>                      789,904
<OTHER-EXPENSES>                       125
<LOSS-PROVISION>                         0
<INTEREST-EXPENSE>                   5,248
<INCOME-PRETAX>                     49,973
<INCOME-TAX>                        19,748
<INCOME-CONTINUING>                 30,225
<DISCONTINUED>                           0
<EXTRAORDINARY>                          0
<CHANGES>                                0
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