FLEETWOOD ENTERPRISES INC/DE/
10-Q, 1998-12-01
MOBILE HOMES
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                             FORM 10-Q

                        SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, DC   20549


                 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

     X              OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended October 25, 1998


                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)


______            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 October 25, 1998
_______________________             _____________________________

Common stock, $1 par value          34,709,980  shares

Preferred share purchase rights           --


            CONDENSED FINANCIAL STATEMENTS
    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 October 25, 1998 and October 26, 1997, and the 
balances as of October 25, 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.


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



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 October 25, 1998, and the related condensed consolidated statements of 
income for the thirteen and twenty-six week periods ended October 25, 1998 
and October 26, 1997, respectively, the condensed consolidated statements of  
cash flows for the twenty-six week periods ended October 25, 1998 and 
October 26, 1997, and the condensed consolidated statement of changes in 
shareholders' equity for the twenty-six week period ended October 25, 1998.  
These financial statements are the responsibility of the company's 
management.

    We conducted our review in accordance with standards established by the 
American Institute of Certified Public Accountants.  A review of interim 
financial information consists principally of applying analytical procedures 
to the financial data and making inquiries of persons responsible for 
financial and accounting matters.  It is substantially less in scope than an 
audit conducted 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
November 23, 1998

               FLEETWOOD ENTERPRISES  INC. AND SUBSIDIARIES        
              CONSOLIDATED STATEMENTS OF INCOME (CONDENSED)         
              (Amounts in thousands except per share data)       
                            (UNAUDITED)              
<TABLE>             
                           13 Weeks   13 Weeks    26 Weeks    26 Weeks
                           Ended      Ended       Ended       Ended
                           Oct. 25,   Oct. 26,    Oct. 25,    Oct. 26,
                           1998       1997        1998        1997
<S>                       <C>        <C>         <C>         <C>
Net sales:              
  Manufacturing           $853,481    $769,089    $1,693,242  $1,497,543
  Retail                    87,001          --        88,879          --
  Less:  intercompany      (42,642)         --       (44,126)         --
                          --------    --------    ----------  ----------
                           897,840     769,089     1,737,995   1,497,543

Cost of products sold      702,942     617,909     1,369,307   1,212,694
                          --------     -------     ---------   ---------
 
  Gross profit             194,898     151,180       368,688     284,849
              
Operating expenses         140,037     106,730       263,576     191,325
                           -------    --------      --------   ---------
  Operating income          54,861      44,450       105,112      93,524
              
Other income (expense): 
  Investment income          4,111       2,580         9,206       4,873
  Interest on long-term
    debt                      (924)       (895)       (1,792)     (1,774)
  Interest on inventory 
    floor plan financing    (1,642)         --        (1,642)         --
  Distribution on preferred
    securities              (4,380)         --        (8,760)         --
  Other                        (77)       (273)         (202)       (417)
                            -------     -------       -------    -------
                            (2,912)      1,412        (3,190)      2,682
                            -------     -------       -------    -------
Income before provision for
  income taxes              51,949      45,862       101,922      96,206

Provision for income taxes (20,838)    (17,738)      (40,586)    (37,140)
                           -------    --------       --------   --------

Net income                 $31,111     $28,124       $61,336     $59,066
                           =======     =======       =======     =======

Net income per Common share:
  Basic EPS                   $.92        $.78         $1.87       $1.65
  Diluted EPS                  .84         .77          1.70        1.61
                           =======     =======       =======     =======

Weighted average Common shares:
  Basic                     33,896      35,948        32,759      35,896
  Diluted                   40,257      36,514        39,274      36,584
                           =======     =======       =======     =======

Dividends declared per share of
  Common stock outstanding    $.18        $.17          $.36        $.34
                           =======     =======       =======     =======

</TABLE>
 
              
See accompanying notes to financial statements.              

              FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                               (UNAUDITED)
                         (Amounts in thousands)


<TABLE>
                         13 Weeks   13 Weeks     26 Weeks   26 Weeks
                          Ended      Ended       Ended      Ended
                         Oct. 25,   Oct. 26,     Oct. 25,   Oct. 26,
                         1998       1997         1998       1997

<S>                      <C>        <C>          <C>        <C>
Net income               $31,111    $28,124      $61,336    $59,066
                         -------    -------      -------    -------

Other comprehensive income (loss):
  Foreign currency translation adjustment-
    Amount before income
     taxes                (1,020)     (172)       (2,357)       547
    Income taxes             444        75         1,025       (238)
                         -------    ------        ------    -------
    Net of income taxes     (576)      (97)       (1,332)       309
                         -------    ------        ------    --------

  Unrealized loss on securities-
    Amount before income
     taxes                (1,316)      (52)       (1,498)       655
    Income taxes             480        19           553       (239)
                         -------    ------        ------     -------
    Net of income taxes     (836)      (33)         (945)       416
                         -------   -------        ------     -------
                          (1,412)     (130)       (2,277)       725
                         -------   -------        ------     -------
Comprehensive income     $29,699   $27,994       $59,059     $59,791
                         =======   =======       =======     =======

</TABLE>
See accompanying notes to financial statements.

FLEETWOOD ENTERPRISES  INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS (CONDENSED) 
                                (Unaudited)
                
<TABLE>
                     ASSETS                 (Amounts in thousands)   
                                          October 25,     April 26,
                                            1998              1998
<S>                                       <C>            <C>
Current assets: 
  Cash                                    $   35,226     $   28,143 
  Marketable investments                     219,298        255,919 
  Receivables                                219,118        195,388 
  Inventories                                232,985        153,746 
  Deferred tax benefits - current             33,281         30,212 
  Other current assets                        29,712         19,443 
                                            --------      --------- 
    Total current assets                     769,620        682,851 
                
Property, plant and equipment                287,135        277,211 
Marketable investments maturing after 
  one year                                    21,055         21,660 
Deferred tax benefits                         50,865         45,042 
Cash value of Company-owned life insurance    64,299         63,355 
Goodwill and intangible assets               225,227         13,745 
Other assets                                  36,576         25,616 
                                             -------      --------- 
                                          $1,454,777     $1,129,480 
                                          ==========     ========== 
LIABILITIES AND SHAREHOLDERS' EQUITY                
Current liabilities:                
  Accounts payable                        $  134,168     $  118,481 
  Employee compensation and benefits          81,920         74,435 
  Federal and state taxes on income           10,723          8,800
  Retail flooring liability                   84,870             --
  Other current liabilities                  169,911        124,086 
                                          ----------     ---------- 
    Total current liabilities                481,592        325,802 
                
Deferred compensation and 
  retirement benefits                         66,764         58,272 
Insurance reserves                            27,861         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 34,710,000 at 
    October 25, 1998 and 31,451,000 at
    April 26, 1998                            34,710         31,451 
  Capital surplus                            185,526         54,340 
  Retained earnings                          319,562        291,696 
  Accumulated other comprehensive 
    income (loss)                             (3,738)        (1,461)
                                            --------       --------
                                             536,060        376,026 
                                            --------       --------
                                          $1,454,777     $1,129,480 
                                          ==========     ========== 
           See accompanying notes to financial statements.     
</TABLE>

                FLEETWOOD ENTERPRISES  INC.
            CONSOLIDATED STATEMENTS OF CASH FLOWS (CONDENSED)
                      (UNAUDITED)
                  (Amounts in thousands) 
<TABLE>                    
                                                 26 Weeks      26 Weeks
                                                  Ended         Ended
                                                 October 25,  October 26,
                                                  1998          1997
<S>                                              <C>           <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                       $61,336       $59,066
Adjustments to reconcile net income to net
  cash provided by operating activities:                  
  Depreciation expense                            13,237        13,581
  Amortization of intangibles and goodwill           998           130 
  Losses on sales of property, plant and equipment   202           417 
  Non-recurring insurance gain                        --       (16,180)
  Changes in assets and liabilities:                  
    (Increase) decrease in receivables            (8,459)        5,602
    (Increase) decrease in inventories             7,709        (2,564)
    (Increase) decrease in deferred tax benefits (10,215)        1,504 
    Increase in cash value of Company-owned   
      life insurance                                (944)         (286)
    Increase in goodwill and intangible assets    (9,044)         (479) 
    Increase in other assets                      (5,065)       (4,183)
    Increase (decrease) in accounts payable       (2,752)       10,868 
    Increase in employee compensation 
      and benefits                                15,977        10,068 
    Increase in Federal and state income taxes     1,923           614
    Increase in other liabilities                 43,624        13,744 
                                                 -------      --------
Net cash provided by operating activities        108,527        91,902 
                                                 -------      --------
CASH FLOWS FROM INVESTING ACTIVITIES: 
Purchases of investment securities:   
  Held-to-maturity                            (3,040,240)   (3,533,322)
  Available-for-sale                             (49,090)      (10,443)
Proceeds from maturity of investment securities:
  Held-to-maturity                             3,068,084     3,444,498 
  Available-for-sale                              36,888         2,853
Proceeds from sale of available-for-sale 
  investment securities                           20,639         7,492
Acquisition of retail companies, net of $7,630 
  cash acquired                                 (107,782)          -- 
Purchases of property, plant and equipment, net   (9,727)      (13,675)
                                                 -------       ------- 
Net cash used in investing activities            (81,228)     (102,597)
                                                 -------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:                    
Dividends to shareholders                        (12,027)      (12,212)
Proceeds from exercise of stock options           16,831         7,431
Repurchase of Common stock                       (23,688)           -- 
                                                 -------      --------
Net cash used in financing activities            (18,884)       (4,781) 
                                                 -------      --------
Foreign currency translation adjustment           (1,332)          309 
                                                 -------      --------
Increase (decrease) in cash                        7,083       (15,167)
Cash at beginning of period                       28,143        37,890 
                                                  ------       -------
Cash at end of period                            $35,226       $22,723 
                                                 =======      ======== 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW   
  INFORMATION:                  
                    
  Cash paid during the period for -   
  Interest                                        $7,998        $1,776 
  Income taxes                                    46,952        31,673 
                                                ========        ======
DETAILS OF ACQUISITIONS:                    
  Fair value of assets                          $341,762          --  
  Liabilities assumed                            106,491          --  
                                                --------        ------
  Acquisitions price                             235,271          --  
  Less cash acquired                              (7,630)         --  
  Less Common stock issued for acquisitions     (119,859)         --  
                                                 -------        ------
  Net cash paid for acquisitions                $107,782          --  
                                                 =======        ======
NON-CASH FINANCING ACTIVITIES:                    
  Common stock issued for acquisitions          $119,859          --  
                                                 =======       =======
                    
See accompanying notes to financial statements.        
</TABLE>

               FLEETWOOD ENTERPRISES  INC. AND SUBSIDIARIES  
             CONSOLIDATED STATEMENT OF CHANGES          
            IN SHAREHOLDERS' EQUITY (CONDENSED)
                   (UNAUDITED)        
                 (Amounts in thousands)    
<TABLE>
                                                  Accumulated 
                                                     Other    
               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       --        --        --     61,336      --      61,336 
                              
 Other comprehensive 
    income        --        --        --         --   (2,277)    (2,277)
                              
 Cash dividends 
   declared on 
   Common stock   --        --        --    (12,027)      --    (12,027)
                              
 Stock options exercised
   (including related tax  
    benefits)     873       873    15,958      --         --     16,831
                              
 Stock 
   repurchased   (718)     (718)   (1,527)  (21,443)      --    (23,688)

 Stock issued for                            
   acquisitions 3,104     3,104   116,755       --         --   119,859
               ------     -----   -------    ------     -----    -------
Balance October 25,
   1998        34,710   $34,710  $185,526   $319,562  $(3,738) $536,060
               ======   =======   =======   ========  =======  ========
                              
</TABLE>                              
See accompanying notes to financial statements 



            FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                OCTOBER 25, 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 
    October 25, 1998 and October 26, 1997 is shown below:
    <TABLE>
                           13 Weeks    13 Weeks     26 Weeks   26 Weeks
                            Ended        Ended       Ended     Ended
                           Oct. 25,    Oct. 26,     Oct. 25,   Oct. 26,
                           1998        1997         1998       1997
                           --------    ---------    ---------  --------
    <S>                    <C>          <C>         <C>         <C>
    OPERATING REVENUES: 

    Manufactured housing -
     Manufacturing         $409,608     $390,652    $  810,020  $  757,301
     Retail                  87,001           --        88,879         --
     Less:  intercompany    (42,642)          --       (44,126)        --
                           --------     --------      ---------  --------
                            453,967      390,652       854,773     757,301
                           --------     --------      --------    --------

    Recreational vehicles   432,709      366,654       861,475     717,347
    Supply operations        11,164       11,783        21,747      22,895
                           --------     --------     --------    ---------
                           $897,840     $769,089    $1,737,995  $1,497,543
                           ========     ========    ==========  ==========

    OPERATING INCOME:

    Manufactured housing    $20,834*     $25,309       $46,330*    $41,139
    Housing - retail          2,960           --         1,866          --
    Recreational vehicles    30,253       17,944        56,890      34,057
    Supply operations         4,113        3,860         7,696       7,252
    Corporate and other      (3,299)      (2,663)       (7,670)     11,076**
                            -------      -------       -------     -------
                            $54,861      $44,450      $105,112     $93,524
                            =======      =======      ========     =======

    </TABLE>
    *     After $5,173 deduction for intercompany profit in inventory
          elimination.
    **    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):

    <TABLE>
                             13 Weeks Ended         13 Weeks Ended
                             October 25, 1998       October 26, 1997

                                     Weighted               Weighted
                                      Average                Average
                             Income   Shares         Income  Shares
    <S>                      <C>       <C>          <C>      <C>
    Basic earnings per 
     share                   $31,111   33,896       $28,124  35,948
    Effect of dilutive securities:
     Stock options                --      460            --     566
     Preferred securities      2,780    5,901            --      --
                             -------   ------       -------  ------
    Diluted earnings per 
     share                   $33,891   40,257       $28,124  36,514
                             =======   ======       =======  ======
    </TABLE>

                             26 Weeks Ended         26 Weeks Ended
                             October 25, 1998       October 26, 1997
    <TABLE>
                                      Weighted               Weighted
                                      Average                Average
                             Income   Shares         Income  Shares
    <S>                      <C>       <C>          <C>      <C>
    Basic earnings per 
     share                   $61,336   32,759       $59,066  35,896
    Effect of dilutive securities:
     Stock options                --      614            --     688
     Preferred securities      5,561    5,901            --      --
                             -------   ------       -------  ------
    Diluted earnings per 
     share                   $66,897   39,274       $59,066  36,584
                             =======   ======       =======  ======
    </TABLE>

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 thousands):

    <TABLE>
                           Foreign         Unrealized   Accumulated Other
                           Currency        Gains on      Comprehensive
                            Items          Securities   Income (loss)

    <S>                    <C>             <C>            <C>
    Beginning balance      $(1,759)        $ 298          $(1,461)
    Current period change   (1,332)         (945)          (2,277)
                           -------         -----          -------

    Ending balance         $(3,091)        $(647)         $(3,738)
                           =======         =====          =======

    </TABLE>

5)  Accounting Period

   The Company's fiscal quarters end in July, October, January and
   April.  Although the second fiscal quarter ended on October 25,
   1998, the Company has included in its consolidated financial 
   statements the results of Fleetwood Retail Corp. (FRC), its wholly
   owned housing retail subsidiary, through September 30, 1998.  FCR
   follows a calendar quarter accounting period.

FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Amounts in thousands)

The following is an analysis of changes in key items included in the 
consolidated statements of income for the 13-week and 26-week periods ended 
October 25, 1998. 

<TABLE>
                                   13 Weeks Ended         26 Weeks Ended
                                  October 25, 1998       October 25, 1998

                                  Increase      %       Increase      %
                                 (Decrease)   Change   (Decrease)   Change

<S>                              <C>           <C>      <C>          <C>             
Sales                            $128,751      16.7%    $240,452     16.1%
Cost of products sold              85,033      13.8      156,613     12.9
                                 --------      ----     --------     ----
  Gross profit                     43,718      28.9       83,839     29.4

Selling expenses                   20,959      41.9       37,048     38.2
General and administrative
  expenses                         12,348      21.8       35,203     37.3
                                 --------      ----     --------     ----

Operating expenses                 33,307      31.2       75,251     37.8
                                 --------      ----     --------     ----

  Operating income                 10,411      23.4       11,588     12.4

Other income (expense)             (4,324)   (306.2)      (5,872)  (218.9)

Income before taxes                 6,087      13.3        5,716      5.9

Provision for income taxes          3,100      17.5        3,446      9.3

Net income                         $2,987      10.6%      $2,270      3.8%
                                 ========      ====      =======      ===

</TABLE>

*  Prior year's first quarter 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 17.2% for general and administrative expenses,
   27.0% for operating expenses and 35.9% for operating income.

Current Quarter Compared to Same Quarter Last Year

Consolidated Results:

Net income for the second quarter increased 11% to $31.1 million compared to 
$28.1 million last year, and diluted earnings per share rose 9% to 84 cents 
from 77 cents a year ago.  The earnings gain primarily reflects higher 
recreational vehicle profits, mainly driven by improved motor home results.

Record second quarter revenues for both manufactured housing and 
recreational vehicles, along with the addition of retail housing sales, led 
to a 17% increase in revenues to $897.8 million from $769.1 million last 
year.  

Manufacturing operating margin was significantly higher because of a 69% 
gain in RV group operating profit.  A strong performance by the Company's 
motor home division, which was struggling a year ago with a plant production 
realignment initiative, led to the favorable results.

Operating expenses climbed 31 % to $140.0 million, and also increased as a 
percentage of sales from 13.9 % to 15.6%.   Selling expenses increased 42% 
to $71.0 million, primarily as a result of higher costs for advertising, 
sales compensation, product warranty and service, as well as the addition of 
the retail housing operation.  The retail business, which did not exist a 
year ago, accounted for about one-third of the rise in selling costs.  As a 
percentage of sales, selling expenses increased from 6.5% to 7.9%.  General 
and administrative expenses increased 22% to $69.0 million, and also rose as 
a percentage of sales from 7.4% to 7.7%.  Higher costs were incurred for 
incentive compensation, which is tied to profitability, and the addition of 
the newly-formed housing retail division added approximately $9 million to 
costs. 

Non-operating items totaled a net expense of $2.9 million compared to income 
of $1.4 million a year ago.  The $4.3 million swing primarily resulted from 
a $4.4 million distribution on convertible preferred securities and $1.6 
million of interest expense on retail inventory floor plan financing, 
neither of which existed a year ago.  These items were partially offset by a 
$1.5 million increase in investment income resulting from higher invested 
balances.

The effective tax rate rose to 40.1% compared to 38.7% last year.  The 
increase primarily reflects the impact of goodwill amortization, which is 
not deductible for tax purposes.

Manufactured Housing:

Factory sales of manufactured homes, including sales of $42.6 million to the 
Company's retail housing division, rose 5% in the second quarter to nearly 
$410 million.  Factory shipments of 17,235 homes were virtually identical to 
last year's volume.

The manufactured housing group generated operating income of $20.8 million, 
net of a $5.2 million reduction for intercompany profit in homes sold to the 
Company's retail operations that were still in inventory at the end of the 
quarter.  Excluding the impact of the intercompany profit elimination, 
operating margin was 6.3% of sales versus 6.5% last year.

Recreational Vehicles:

Paced by the motor home division, recreational vehicle sales increased 18% 
to $433 million.  Motor home revenues jumped 23% to $266 million, an all-
time high for the second quarter, primarily on the strength of sales of 
Fleetwood's large Class A products.  Motor home unit volume rose 15% to 
3,617 units, with Class A models outselling Class C's by a margin of five to 
one.  The Company also posted record second quarter sales of towable RV 
products, with travel trailers rising 10% to $135 million and folding 
trailers up 12% to $32 million.  Unit volume increased 13% for travel 
trailers and 8% for folding trailers to 9,428 and 5,899, respectively.

Operating income for the recreational vehicle group rose 69% to $30.3 
million, reflecting the 18% sales increase and higher margins generated from 
improved operating performance.  Gross profit margins, which were impacted 
by motor home inefficiencies a year ago, improved from 17.2% to 19.8%.  RV 
group operating margin was up from 4.9% to 7.0% of sales. 

Supply Operations:

The Company's supply group generated second quarter revenues of just over 
$11 million compared to nearly $12 million in last year's second quarter.  
Operating income of $4.1 million was 7% ahead of the prior year.

Housing Retail Operations:

Fleetwood's new housing retail division, which was not in operation a year 
ago, contributed $87.0 million in revenues on sales of 2,260 homes in the 
second quarter.  Sales of Fleetwood manufactured homes represented 
approximately 80% of the retail dollar volume.  Operating income, excluding 
inventory floor plan interest expense, amounted to $3.0 million or 3.4% of 
sales.

Current Year-To-Date Compared To Same Period Last Year

Consolidated Results:

Earnings for the first six months of fiscal 1999 increased 4% to $61.3 
million compared to $59.1 million for the similar period last year.  
Diluted earnings per share rose 6% to $1.70 versus $1.61 last year.  Last 
year's first half included a non-recurring insurance gain of $10.4 million 
or 28 cents per share attributable to a change in estimate of products 
liability insurance reserves.  Without this gain, earnings last year would 
have been $48.7 million or $1.33 per share for the first half.

Sales for the six months rose 16% to an all-time high of $1.74 billion 
compared to $1.50 billion in last year's first half.  This resulted from a 
20% rise in RV sales, a 7% gain in housing volume and the added sales 
volume from the newly-formed retail division.

All of Fleetwood's manufacturing segments generated higher profits in the 
first half which, excluding last year's insurance gain, led to a 26% 
improvement in comparable earnings per share.  Despite the strong profit 
performance, the ramping up of the housing retail operations restrained 
overall operating margin and earnings per share in both the second quarter 
and first half.  In addition, first half operating income for the 
manufactured housing group was reduced $5.2 million due to the elimination 
of intercompany profit on homes sold to Fleetwood retail stores that were 
in retail inventory at the end of the reporting period.

Operating expenses of $263.6 million were up 38% from the same period a 
year ago, and also increased as a percentage of sales from 12.8% to 15.2%.  
Selling expenses rose 38% to $134.0 million for the reasons discussed 
previously, which included the addition of the retail business and higher 
costs for advertising, sales compensation and product warranty and service.  
As a percentage of sales, selling expenses increased from 6.5% to 7.7%.  
General and administrative expenses increased 37% to $129.6 million, and 
rose from 6.3% to 7.5% of sales.  The increase was primarily caused by 
higher incentive compensation, related to the increase in profits, and 
costs from the new retail operations as mentioned earlier.  

Non-operating items totaled a net expense of $3.2 million compared to 
income of $2.7 million a year ago.  The change is due to expenses which did 
not exist a year ago, specifically an $8.8 million distribution on 
convertible preferred securities and $1.6 million of interest expense on 
retail inventory floor plan financing.  These items were partially offset 
by a $4.3 million increase in investment income generated from higher 
invested balances.

The effective tax rate rose to 39.8% compared to 38.6% last year.  The 
increase primarily reflects higher state income tax accruals and the impact 
of goodwill amortization, which is not deductible for tax purposes.

Manufactured Housing:

For the first six months of fiscal 1999, factory sales of manufactured 
housing, including sales of $44.1 million to the Company's retail housing 
division, rose 7% to $810 million.  Unit shipments were up 2% to 34,433 
homes.

Housing group operating income of $46.3 million excludes $5.2 million for 
intercompany profit in ending inventory as discussed previously.  Excluding 
the impact of the intercompany profit elimination, housing group operating 
profit rose 26% for the first half, and operating margin increased from 
5.4% to 6.4% of sales.  This improvement mainly resulted from higher sales 
volume, along with higher gross margins due to selling price increases and 
lower raw material costs. 

Recreational Vehicles:

RV revenues for the first six months of fiscal 1999 were up 20% to $862 
million with all three RV divisions posting record first half sales.  Motor 
home sales increased 24% to $525 million on a 14% rise in unit volume to 
7,397 units.  Travel trailer sales rose 13% to $275 million and folding 
trailer sales of $62 million were 17% ahead of the prior year.  Travel 
trailer shipments rose 16% to 19,581 units and folding trailer shipments 
increased 10% to 11,223 units.

On the significantly higher volume, operating income for the RV group was up 
a strong 67% over the prior year to $56.9 million, and operating margin 
improved from 4.7% to 6.6% of sales.  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:

The Company's supply group generated first half revenues of nearly $22 
million compared to $23 million for the similar period last year.  Operating 
income rose 6% to $7.7 million, despite the decline in outside sales.

Housing Retail Operations:

The Company's newly-formed housing retail division posted first half sales 
of $89 million and operating income of $1.9 million (excluding interest 
expense of $1.6 million on inventory floor plan financing).  Housing retail 
shipments totaled 2,300 units.  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 did not have a full three 
months impact on second quarter results.  This acquisition, combined with 
eight smaller acquisitions completed since June 1998, resulted in the 
Company having a total of 134 retail sales centers nationwide as of October 
25, 1998 and an estimated full-year sales volume approaching $500 million.  
A portion of manufactured housing revenues is 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.  For financial reporting purposes, the retail division 
is on a calendar quarter basis.  Accordingly, consolidated results include 
the effect of retail operations through September 30, 1998.

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 $108.5 million compared to $91.9 million last year.

Cash totaling $107.8 million was used for the acquisition of retail housing 
companies, the largest of which was HomeUSA.  This was in addition to $119.9 
million in Common stock issued as part of the consideration for the 
acquisitions.  The acquisitions resulted in several significant changes in 
assets and liabilities as of October 25, 1998, including $85.2 million for 
inventories, $223.2 million for goodwill and $84.9 million for inventory 
floor plan financing liability.

Cash outlays in the current year included $12.0 million in dividends to 
shareholders, $9.7 million for capital expenditures and $23.7 million for 
repurchases of the Company's Common stock.   Dividends last year totaled 
$12.2 million and capital expenditures were $13.7 million.  There were no 
repurchases of Common stock in last year's similar period.

Year 2000 Compliance

Fleetwood 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 processes used to generate this data were programmed in-house 
following the common practice of using only two digits to designate a year.  
Other software purchased by the Company was written using the same convention.  
As the year 2000 approaches, programs with such date-related logic will 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 project in February 1996 to identify and correct 
all offending computer code that was written internally and to upgrade or 
replace any purchased software that was non-compliant.  At this date, the 
project, including thorough testing and certification, is substantially 
complete. The tasks remaining relate to the implementation of vendor upgrades 
and replacements of purchased software and are expected to be completed by 
mid-1999.     

The Company has relationships with various third parties on whom it relies to 
provide goods and services necessary for the manufacture and distribution of 
its products.  These include suppliers, vendors and financial institutions.  
As part of its determination of year 2000 readiness, the Company has 
identified material relationships with third party vendors and is in the 
process of assessing the status of their compliance through the use of 
questionnaires.  We expect this process will be complete by the first quarter 
of 1999.  

The Company sells its products mostly through numerous independent retailers, 
none of which account for a material part of the Company's total sales.  Due 
to the broad diversification of these retailers, the risk associated with 
potential business interruptions as a result of year 2000 non-compliance is 
not considered significant.  

The total cost of the Company's year 2000 efforts, including hardware, 
software, related consulting costs and assessment of third party compliance is 
estimated to be about $1.2 million, and is not material to the Company's 
financial statements.  

Senior management has been active in the oversight of the year 2000 project, 
with the objective of minimizing the potential impact on the Company's 
operations.  As part of this effort the Company has begun the process of 
assessing potential year 2000 failures and designing contingency plans to 
mitigate the effect of such occurrences.  This effort is expected to be 
complete by mid-1999.

It is anticipated that the Company's year 2000 project will reduce the risk of 
significant business interruptions, but there is no assurance that this 
outcome will be achieved.  Failure to detect and correct all internal 
instances of non-compliance or the inability of third parties to achieve 
timely compliance could result in the interruption of normal business 
operations which could, depending on its duration, have a material adverse 
effect on the Company's financial statements.   

Other

The Financial Accounting Standards Board ("FASB") Statement No. 130, 
"Reporting Comprehensive Income," was adopted by the Company in fiscal 1999.  
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 during the first half of fiscal 1999.  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


Item 4.  Submission of Matters to a Vote of Security Holders

At Fleetwood's Annual Meeting of Shareholders held on September 15, 1998, the 
following directors were elected to three-year terms to Fleetwood's Board of 
Directors:  Nelson W. Potter and Thomas B. Pitcher.  The following directors 
continued in office after the meeting, but were not elected at the meeting:  
Glenn F. Kummer, Dr. Douglas M. Lawson, Walter F. Beran Thomas A. Fuentes, Dr. 
James L. Doti and Andrew Crean.

The shareholder votes on the elections were as follows:

	                            For	       Withheld Vote

	Nelson W. Potter	27,606,458	512,460

	Thomas B. Pitcher	27,313,709	805,209

In addition, the shareholders approved amendments to the Company's 1992 Non-
Employee Director Stock Option Plan, adopted by the Board of Directors on June 
9, 1998, to (i) increase the number of authorized shares and (ii) increase the 
annual automatic award to each non-employee director.  The vote on this 
proposal was as follows:

	          For:	25,787,845

	      Against:	2,143,953

	Withheld Vote:	187,120


Item 6(b).  Reports on Form 8-K

During the second fiscal quarter, the Company filed the following Form 8-K 
reports:

	Date	                   Subject

	August 4, 1998	      Class action lawsuits and acquisition
		              of manufactured housing retailers.

	August 11, 1998	      Completion of HomeUSA acquisition.

	September 24, 1998    Adoption of Stockholder Rights Plan,
		              share repurchase authorization and
		              declaration of regular dividend.



	SIGNATURE

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

December 1, 1998


FLEETWOOD ENTERPRISES, INC.
CONSOLIDATED FINANCIAL INFORMATION
FINANCIAL DATA SCHEDULE

[SROS]        NYSE
[SROS]        PSE


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