SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BANK OF AMERICA CORP /DE/

(Last)

(First)

(Middle)

100 N TRYON ST

(Street)

CHARLOTTE

28255

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FLEETWOOD ENTERPRISES INC/DE/ [ FLE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/17/2008		S		432,450	D	$0.13	21,735,816	I	By Subsidiary⁽¹⁾
Common Stock	12/17/2008		S		107,870	D	$0.131	21,627,946	I	By Subsidiary⁽¹⁾
Common Stock	12/17/2008		S		64,400	D	$0.132	21,563,546	I	By Subsidiary⁽¹⁾
Common Stock	12/17/2008		S		644,310	D	$0.133	20,919,236	I	By Subsidiary⁽¹⁾
Common Stock	12/17/2008		S		92,626	D	$0.134	20,826,610	I	By Subsidiary⁽¹⁾
Common Stock	12/17/2008		S		164,244	D	$0.135	20,662,366	I	By Subsidiary⁽¹⁾
Common Stock	12/17/2008		S		50,800	D	$0.136	20,611,566	I	By Subsidiary⁽¹⁾
Common Stock	12/17/2008		S		100	D	$0.137	20,611,466	I	By Subsidiary⁽¹⁾
Common Stock	12/17/2008		S		89,700	D	$0.14	20,521,766	I	By Subsidiary⁽¹⁾
Common Stock	12/17/2008		S		3,400	D	$0.141	20,518,366	I	By Subsidiary⁽¹⁾
Common Stock	12/17/2008		S		100	D	$0.142	20,518,266	I	By Subsidiary⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. All of these shares are owned directly by Banc of America Securities LLC, except for 91 shares that are owned directly by Bank of America, N.A. Banc of America Securities LLC and Bank of America, N.A. are both wholly owned subsidiaries of Bank of America Corporation. Bank of America Corporation is an indirect beneficial owner of the reported securities. All of the sales of shares reported in this Form 4 are attributable to Banc of America Securities LLC.

	/s/ Debra Cho, Senior Vice President	12/19/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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