UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FLEETWOOD ENTERPRISES INC.
(Name of Issuer)
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Common Stock (See Item 2(d) of attached Schedule)
(Title of Class of Securities)
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339099103
(CUSIP Number)
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December 31, 1998
(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/x/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
* 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).
Potential persons who are to respond to the collection of
information contained in this form are not required to
respond unless the form displays a currently valid OMB
control number.
Page 1 of 5 pages
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Cusip 339099103
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1
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
UBS AG
98-0186363
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2
Check the Appropriate Box if a Member of a Group (See
Instructions)
a / /
b /x/ See Item 8 of attached schedule.
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3
SEC USE ONLY
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4
Citizenship or Place of Organization - Switzerland
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Number of 5. Sole Voting Power _________
Shares Bene- 6. Shared Voting Power 1,927,195
ficially 7. Sole Dispositive Power _________
Owned by Each 8. Shared Dispositive Power 1,927,195
Reporting
Person With:
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9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,927,195 Shares *
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10
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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11
Percent of Class Represented by Amount in Row (11)
5.6%
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12
Type of Reporting Person (See Instructions)
BK See Item 3 of attached schedule.
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* UBS AG disclaims beneficial ownership of such securities.
Page 2 of 5 pages
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Cusip 339099103
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Item 1(a). Name of Issuer:
FLEETWOOD ENTERPRISES INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
3125 Meyers Street
P.O. Box 7638
Riverside, CA 92523
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Item 2(a) Name of Persons Filing:
Brinson Partners, Inc.("BPI") and UBS AG ("UBSAG").
Item 2(b) Address of Principal Business Office or, if none,
Residence:
BPI's principal business office is located at:
209 South LaSalle, Chicago, Illinois 60604-1295
UBSAG's principal business office is located at:
Bahnhofstrasse 45
8021, Zurich, Switzerland
Item 2(c) Citizenship:
Incorporated by reference to Item 4 of the cover pages.
Item 2(d) Title of Class of Securities:
Common Stock, including common stock equivalents of
convertible securities, (the "Common Stock")
Item 2(e) CUSIP Number:
339099103
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Item 3. Type of Person Filing:
UBS AG is classified as a Bank pursuant to no action relief
granted by the staff of the Securities and Exchange
Commission.
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Item 4 (a)-(c)(iv). Ownership:
Incorporated by reference to Items 5-11 of the cover pages.
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Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following / /.
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Page 3 of 5 pages
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Cusip 339099103
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Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
Accounts managed on a discretionary basis by UBS AG or its
subsidiaries have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale
of, the Common Stock. No account holds more than 5 percent
of the outstanding Common Stock.
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Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company:
[See item 3 above]
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Item 8 Identification and Classification of Members of the
Group:
This report includes holdings of UBS AG and certain of its
subsidiaries, pursuant to no action relief granted by the
staff of the Securities and Exchange Commission. UBS AG does
not hereby affirm the existence of a group within the meaning
of Rule 13d-5(b)(1).
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Item 9 Notice of Dissolution of Group:
Not Applicable
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Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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SIGNATURE
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.
Date: February 12, 1999
UBS AG
By: /s/ Louis R. Eber By:/s/ Janet R. Zimmer
Louis R. Eber Janet R. Zimmer
Executive Director Executive Director
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Page 4 of 5 pages
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Cusip 339099103
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EXHIBIT 1
AGREEMENT TO MAKE A JOINT FILING
Brinson Partners, Inc. and UBS AG each agrees that this
Schedule 13G (including all amendments thereto) is filed by
and on behalf of each such party.
Date: February 12, 1999
UBS AG
By: /s/ Louis R. Eber By:/s/ Janet R. Zimmer
Louis R. Eber Janet R. Zimmer
Executive Director Executive Director
Page 5 of 5 pages
