SC 13D/A

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                              (Amendment No. 1)(1)

                           Fleetwood Enterprises, Inc.
                           ---------------------------
                                (Name of Issuer)

                           Common Stock, $1 Par Value
                           --------------------------
                         (Title of Class of Securities)

                                    339099103
                                    ---------
                                 (CUSIP Number)

                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                Park Avenue Tower
                               65 East 55th Street
                            New York, New York 10022
                                 (212) 451-2300
                                 --------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 August 27, 2007
                                 ---------------
             (Date of Event Which Requires Filing of This Statement)

      If the filing person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box / /.

      NOTE.  Schedules filed in paper format shall include a signed original and
five copies of the schedule,  including  all exhibits.  SEE Rule 13d-7 for other
parties to whom copies are to be sent.

                         (Continued on following pages)

                               (Page 1 of 6 Pages)


- ----------------
(1)   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 disclosures provided in a prior cover page.

      The information  required on 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 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).



- ----------------------                                      --------------------
CUSIP No. 339099103                   13D                      Page 2 of 6 Pages
- ----------------------                                      --------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    SLS MANAGEMENT, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    AF, WC
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    DELAWARE
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  4,569,136
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   3,019,454
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              4,569,136
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              3,019,454
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    7,588,590
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    11.8%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                      --------------------
CUSIP No. 339099103                   13D                      Page 3 of 6 Pages
- ----------------------                                      --------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    SCOTT SWID
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    AF, WC
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  4,569,136
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   3,019,454
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              4,569,136
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              3,019,454
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    7,588,590
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    11.8%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                      --------------------
CUSIP No. 339099103                   13D                      Page 4 of 6 Pages
- ----------------------                                      --------------------


            The following constitutes Amendment No. 1 ("Amendment No. 1") to the
Schedule 13D filed by the undersigned.  This Amendment No. 1 amends the Schedule
13D as specifically set forth.

      Item 3 is hereby amended and restated to read as follows:

            The funds for the purchase of the Shares  beneficially  owned by the
Reporting Persons came from the working capital of the private  investment funds
and separate managed accounts managed by SLS Management, LLC ("SLS").

            The total  cost for the Shares  that the  Reporting  Persons  may be
deemed to beneficially own is approximately $70,967,638.

            No borrowed  funds were used to purchase the Shares,  other than any
borrowed funds used for working capital  purposes  (including  certain  leverage
arrangements) in the ordinary course of business.

      Item 4 is hereby amended to add the following:

            On August 27, 2007, SLS delivered a letter to the Board of Directors
of the Issuer  expressing its belief that the Issuer's  Shares have  significant
intrinsic  value and that  steps can be taken to hasten  the  unlocking  of that
value for  stockholders.  In the  letter,  SLS  takes  issue  with the  Issuer's
attempts to address its current cost  structure  and the Issuer's  restructuring
efforts  concerning its RV group. The letter recommends that the Issuer consider
exploring  consolidation  alternatives  including a strategic  combination  with
Champion Enterprises,  Inc. The letter is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

      Items 5(a) and (b) are hereby amended and restated to read as follows:

            (a-b)  The  aggregate  percentage  of Shares  reported  owned by the
Reporting  Persons is based upon  64,240,987  Shares  outstanding,  which is the
total number of Shares  outstanding as reported in the Issuer's Proxy  Statement
on Schedule 14A, as filed with the Securities and Exchange  Commission on August
8, 2007.

            As of the date hereof, the Reporting Persons may be deemed to be the
beneficial owners of 7,588,590 Shares,  constituting  approximately 11.8% of the
Shares outstanding.

            As of the date hereof,  the Reporting Persons have the sole power to
vote or direct the vote of  4,569,136  Shares  and the  shared  power to vote or
direct the vote of 3,019,454 Shares.

            As of the date hereof,  the Reporting Persons have the sole power to
dispose or direct the  disposition  of 4,569,136  Shares and the shared power to
dispose or direct the disposition of 3,019,454 Shares.

      Item 7 is hereby amended to add the following exhibit:

            99.1. Letter from SLS to the Board of Directors of the Issuer, dated
                  August 27, 2007.



- ----------------------                                      --------------------
CUSIP No. 339099103                   13D                      Page 5 of 6 Pages
- ----------------------                                      --------------------


                                   SIGNATURES
                                   ----------

            After  reasonable  inquiry  and to the  best  of his  knowledge  and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.


Dated: August 27, 2007              SLS Management, LLC

                                    By: /s/ Steven Rohlfing
                                        ----------------------------------------
                                        Steven Rohlfing
                                        Chief Financial Officer


                                    /s/ Scott Swid
                                    --------------------------------------------
                                    SCOTT SWID



- ----------------------                                      --------------------
CUSIP No. 339099103                   13D                      Page 6 of 6 Pages
- ----------------------                                      --------------------


                                  EXHIBIT INDEX
                                  -------------

Exhibit                                                           Exhibit Number
- -------                                                           --------------

Letter from SLS to the Board of Directors of the Issuer,          99.1
dated August 27, 2007.

EX-99.1

                                                                    Exhibit 99.1


                            [SLS CAPITAL LETTERHEAD]


August 27, 2007

Board of Directors
Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503-5544

Dear Members of the Board:

As you know,  SLS  Management,  LLC  beneficially  owns  approximately  11.8% of
Fleetwood  Enterprises,  Inc.  ("Fleetwood"  or the  "Company").  We commend the
Company's CEO, Elden Smith,  for  recognizing  that the Company has  significant
intrinsic  value  and for the  steps he has taken to  unlock  that  value  since
replacing Ed Caudill in 2005.  Despite these efforts,  however,  the Company has
remained unprofitable over the past two fiscal years and has still not optimized
its cost structure.  We strongly believe for the reasons detailed below that the
time is right for the Board to immediately explore consolidation alternatives to
maximize shareholder value. We believe the best available  alternative is a sale
of the Company to Champion Enterprises, Inc. ("Champion").

While we understand  that the Company's  inability to earn a profit owes much to
prior management, more must be done to drive profitability.  Specifically, there
remains ample room to reduce the cost  structure,  bringing it more in line with
that of Fleetwood's  peers. In fact,  Fleetwood's public competitors have by and
large been able to generate positive margins and net income despite the cyclical
nature of the industry and the current  challenges  that the industry  faces.  A
single statistical SG&A comparison between the Company and Winnebago Industries,
Inc. ("Winnebago")  highlights the Company's cost structure woes. In fiscal year
2007 in the motor home division, SG&A, inclusive of warranty costs, was $110M on
revenues  of $961M  (11.5%).  During the same  period and with lower  sales than
Fleetwood,  Winnebago's SG&A, inclusive of warranty costs, was $60M (7.1%). Even
allowing for differences in the way the two companies  operate,  this comparison
demonstrates the Company's bloated cost structure.

We have repeatedly encouraged Fleetwood's management to address its cost issues,
and though we are  frustrated  with the pace of change,  we are  supportive  and
encouraged by steps taken to start to right size the cost  structure such as the
recent decision to reduce the  manufacturing  footprint of the Company.  However
there remains significant  opportunity to cut SG&A costs at the Folding Trailers
and Travel Trailers units and the failure to do so at this point is frustrating.

While we believe the Company's  latest efforts to restructure  its RV group will
eventually  support  the  profitability  of this unit,  this is not  enough.  We
believe  the only  practical  way the Company  can unlock the  potential  in its
manufactured  housing unit is by dramatic  reductions  in capacity.  Fleetwood's
manufactured  housing business has the capacity to manufacture  40,000 homes per
year.  Based on the Company's  current market share,  the industry would have to
ship 300,000 units a year in order to absorb Fleetwood's capacity.  This goal is
quite simply  unattainable in any realistic  investment  time frame.  The latest
2007 estimates have the industry shipping between 95,000-110,000 HUD code homes.
In total,  we estimate  industry  capacity at somewhere  around  200,000-250,000
units.


140 WEST 57TH STREET, SUITE 7A NEW YORK, NEW YORK 10019 TEL 212 537 3600 FAX 212 537 3550



Industry  overcapacity is clearly not only a Fleetwood issue. We have repeatedly
urged Fleetwood's  management to rationalize capacity. In response, we have been
told that there is only so much  capacity to take out before the Company  starts
to exit markets.  Since this is the same answer that every other industry player
gives,  massive  overcapacity is not surprising.  The only sure path to capacity
reductions is through  consolidation.  We have  therefore  encouraged  Fleetwood
management  to  explore   consolidation   alternatives.   We  believe  the  best
alternative  available  is a sale to Champion  structured  in a tax-free  merger
transaction.

The most uniquely compelling aspect of the combination of Fleetwood and Champion
is their ideal overlap of manufacturing facilities. Out of fourteen states where
Fleetwood has one or more plants, Champion also has facilities.  We believe that
the  synergies and  efficiencies  of this  combination  would result in combined
annual savings in excess of $60M. Our assumptions are as follows:

      o   A tax free share  exchange is done at a 1:1 or slightly  higher  basis
          for Fleetwood shareholders
      o   The combined  company  closes at least 11 plants  without  exiting any
          market.
      o   The combined  company  saves $14M from  elimination  of  management at
          those plants.
      o   The combined  company saves additional $6M of SG&A from elimination of
          manufactured housing redundancies.
      o   The  combined  company  would  be  able  to  operate  at 80%  capacity
          utilization  up from  current  40-50%,  thereby  resulting in combined
          annual manufacturing efficiencies in excess of $40M.
      o   Our  assumptions  do not include  extra savings that could result from
          elimination of corporate overhead.

We believe a strategic  combination  between  Fleetwood and Champion  Enterprise
would create more than $600M in value for  shareholders  of both  companies.  We
think the value creation for Fleetwood shareholders alone would be approximately
$3 per share,  more than 30%  increase  from  where the stock is trading  today.
According  to the latest  SEC  filings a  significant  percentage  of  Fleetwood
shareholders  are also  Champion  shareholders.  Therefore  we believe  that our
fellow shareholders would be quite comfortable with this share exchange and with
Champion's management.

For the reasons we have detailed,  we believe it is in your  shareholders'  best
interests  to  immediately   pursue   consolidation   alternatives  to  maximize
shareholder  value. We look forward to continuing  discussions with you and your
management  team,  and we  trust  that  the best  interests  of all  Fleetwood's
shareholders will remain of paramount importance.  We must, however, reserve the
right to take any  action  we deem  appropriate  to  protect  the  interests  of
shareholders.

                                   Sincerely,

                                   /s/ Scott L. Swid

                                   Scott L. Swid
                                   Managing Member
                                   SLS Management, LLC