FLEETWOOD ENTERPRISES INC/DE/
10-Q/A, 2000-02-01
MOBILE HOMES
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                                  FORM 10-Q/A

                       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 July 26, 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 July 26, 1998
_________________________           _______________________________________

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

Preferred share purchase rights         --


Item 1.  Financial Statements

The notes to the Financial Statements in the original filing are hereby
amended to read in full as follows, with the only change being the addition
of Note 5 thereof:

                FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED 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 thousands):
    <TABLE>
                                          13 Weeks Ended    13 Weeks Ended
                                           July 26, 1998    July 27, 1997
                                          --------------    --------------
     <S>                                        <C>           <C>
     OPERATING REVENUES:

     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
                                                ========       ========

     OPERATING INCOME:

     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
                                                 =======       =========
     </TABLE>

    *    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
     <TABLE>
                                         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    5,901             --       --
                                -------   ------        -------   ------

     Diluted earnings per share $33,006   38,242        $30,942   36,668
                                =======   ======        =======   ======
    </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).

                                                            Accumulated
                                    Foreign    Unrealized   Other
                                    Currency   Gains on     Comprehensive
                                    Items      Securities   Income
                                --------   ----------   ---------------

     <TABLE>
     <S>                             <C>          <C>         <C>
     Beginning balance               $(1,759)     $298        $(1,461)
     Current period change              (756)     (110)          (866)
                                     -------      -----       -------

     Ending balance                  $(2,515)     $188        $(2,327)
                                     =======      ====        =======
     </TABLE>

5)   Convertible Trust Preferred Securities

     Reference is made to Note 8 in the notes to audited consolidated
     financial statements included in the Company's annual report on
     Form 10-K for the fiscal year ended April 26, 1998.  During fiscal
     1998, Fleetwood Capital Trust (the Trust), a Delaware business trust
     wholly owned by the Company, completed a $287.5 million private
     placement of 5,750,000 shares of 6% Convertible Trust Preferred
     Securities.  The proceeds from the issuance were invested by the
     Trust in 6% convertible subordinated debentures (the Debentures)
     issued by the Company in the aggregate principal amount of $296.4
     million, maturing on February 15, 2028.  The Debentures are the sole
     assets of the Trust and eliminate in consolidation.



                        PART II         OTHER  INFORMATION


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



                               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

January 31, 2000



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