8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):    November 24, 2008

FLEETWOOD ENTERPRISES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-7699	95-1948322
(State or Other	(Commission File	(IRS Employer
Jurisdiction of	Number)	Identification
Incorporation)		Number)

3125 Myers Street, Riverside, California 92503-5527

(Address of Principal Executive Offices)

Registrant's telephone number, including area code:    (951) 351-3500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION INCLUDED IN THIS REPORT

Item 2.02 Results of Operations and Financial Condition

On November 25, 2008, Fleetwood Enterprises, Inc. (the “Company”) issued a news release reporting results of the Company for its second quarter ended October 26, 2008.  A copy of the news release is attached to this Current Report as Exhibit 99.1.

On November 25, 2008, the Company will hold an investor conference call to disclose financial results for the second quarter ended October 26, 2008.  The Supplemental Information for this conference call is attached and incorporated by reference herein as Exhibit 99.2.  All information in the Supplemental Information package is presented as of the date or for the period specified therein, and the Company does not assume any obligation to correct or update said information in the future.

The information in this Current Report on Form 8-K, including the exhibits included herewith, is furnished pursuant to Item 2.02 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 8.01 Other Events

On November 24, 2008 the Company announced that it is consolidating its travel trailer operations, moving production from plants in Crawfordsville, Indiana and Mexicali, Mexico into plants in La Grande, Oregon, Pendleton, Oregon, and Edgerton, Ohio. In addition, the Company’s Housing Group announced the consolidation of 19 manufacturing operations into 13, which affected manufactured housing plants in Woodland, California; Auburndale, Florida; Willacoochee, Georgia; Benton, Kentucky; and Pembroke, North Carolina, as well as a Trendsetter Homes facility in Douglas, Georgia. The Company issued a news release reporting the restructuring. A copy of the news release is attached hereto as Exhibit 99.3.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 News release of Fleetwood Enterprises, Inc. dated November 25, 2008.

99.2 Supplemental Information (unaudited) prepared for use in connection with the financial results for the second quarter ended October 26, 2008.

99.3 News release of Fleetwood Enterprises, Inc. dated November 24, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 25, 2008

FLEETWOOD ENTERPRISES, INC.
By:	/s/ Leonard J. McGill
	Leonard J. McGill
	Senior Vice President, Corporate Development, General Counsel and Secretary

Index to Exhibits

99.1 News release of Fleetwood Enterprises, Inc. dated November 25, 2008.

99.2 Supplemental Information (unaudited) prepared for use in connection with the financial results for the second quarter ended October 26, 2008.

99.3 News release of Fleetwood Enterprises, Inc. dated November 24, 2008.

EX-99.1

Exhibit 99.1

FLEETWOOD REPORTS RESULTS FOR SECOND QUARTER

AND FIRST SIX MONTHS OF FISCAL 2009

--Company provides updated details on major restructuring plan--

Riverside, Calif., November 25, 2008— Fleetwood Enterprises, Inc. (NYSE:FLE) announced today its results for the second quarter and first half of fiscal 2009 ended October 26, 2008, along with additional details on its major restructuring program intended to stem losses and reduce annualized fixed costs by at least $40 million.

Consolidated Results

Consolidated revenues for the quarter were $216.4 million, down 54 percent from $468.5 million in last year’s second quarter. RV Group sales declined 63 percent, and Housing Group sales were off 33 percent. The Company incurred an operating loss of $51.8 million in the fiscal 2009 second quarter, which included restructuring charges, mostly severance, and asset write-downs of $11.5 million, or $0.15 per share. This compares to operating income of $4.1 million in the same period of the prior year, which was negatively impacted by $3.1 million, or $0.05 per share, of impairment and restructuring charges, partially offset by gains from asset sales. The net loss for the quarter totaled $56.7 million, or $0.74 per share, compared with a net loss of $1.2 million, or $0.02 per share, in the second quarter of fiscal 2008.

“The steep drop in revenues and increased losses are directly attributable to an unprecedented decline in our markets due to the current economic environment, especially the tight credit conditions that are suppressing dealer and consumer purchases of our products,” said Elden L. Smith, Fleetwood’s president and chief executive officer. “Consumers are hesitant to spend given current economic circumstances, and at the same time those that wish to buy are having extraordinary difficulty obtaining loans to finance our products. In view of the magnitude of the revenue declines and the current business outlook, we have implemented new cost-saving measures and announced significant additional changes to our manufacturing footprint. We will also take other company-wide cost-cutting actions in the current quarter.”

For the first six months of fiscal 2009, consolidated revenues declined 47 percent to $506.3 million from $956.8 million for the first half of fiscal 2008. RV Group sales were down 57 percent, and Housing Group sales were off 24 percent. The operating loss for the first six months of fiscal 2009 was $75.1 million, compared to operating income of $9.8 million in last year’s corresponding period. The net loss for the first half of fiscal 2009 was $85.8 million, or $1.19 per share, compared with a net loss of $3.6 million, or $0.06 per share, last year.

RV Group Results

The RV Group posted an operating loss of $42.0 million on revenues of $116.6 million for the quarter, versus operating income of $0.6 million on revenues of $318.7 million for the same quarter of the prior year. The fiscal 2009 second quarter loss included restructuring charges of $7.5 million, including a $4.6 million write-down of inventory associated with a closed supply business and $2.9 million in severance. In the first six months of fiscal 2009, the Group reported an operating loss of $65.8 million on revenues of $283.9 million, versus operating income of $2.5 million on revenues of $662.8 million in the comparable period last year.

(more)

“Although we believe our motor home division management and products are second to none, the acceleration of the decline in industry sales during the second quarter presented a tremendous challenge,” Smith said. “Motor home revenues were one-third of what they were just last year, and aggressive pricing across the industry led to a much higher level of discounting in the division than in last year’s second quarter. Travel trailer revenues and operating income also fell as a result of these factors. In addition, dealers continue to significantly lower their inventories. During the seasonally strong summer months of June through September, the industry retail market fell 52 percent and 25 percent for motor homes and travel trailers, respectively, while industry wholesale shipments for the same period fell 61 percent for motor homes and 34 percent for travel trailers. As a result of all of these factors, we have announced significant capacity reductions since the end of the first quarter.”

As announced in October, Fleetwood is consolidating its Pennsylvania motor home operations into its Indiana plant and, as announced yesterday, the Company is further consolidating production in its travel trailer division. After the transition, which is currently expected to be completed by the beginning of the fourth fiscal quarter, Fleetwood will service all of its U.S. and Canadian travel trailer dealers from existing plants in Oregon and Ohio.

Housing Group Results

The Housing Group recorded an operating loss of $6.2 million on revenues of $99.8 million for the second quarter, compared to operating income of $5.1 million on revenues of $149.8 million for the same quarter of the prior year. The loss in the second quarter of fiscal 2009 included $3.2 million of Housing Group restructuring charges, consisting of severance costs incurred in connection with a portion of the plant consolidations and impairment charges for a facility that will be closed. For the first half of the fiscal year, the operating loss for the Housing Group totaled $3.8 million on revenues of $222.4 million, versus operating income of $10.6 million on $294.0 million in revenues for the first six months of last year.

“Our Housing Group has done a remarkable job of remaining profitable during this, the industry’s most trying decade,” Smith said. “The continued decline in two of the industry’s most important states—California and Florida—has been particularly challenging because Fleetwood has had the leading market share in both states. Wholesale shipments for the industry in California and Florida declined 39 percent and 26 percent, respectively, in the first nine months of this calendar year compared with last year, whereas national industry shipments for the same period were down only 10 percent. Pricing has been under pressure due to regional competition, and margins have been squeezed by increases in material costs. At the same time, we are facing increased pressure from the oversupply of new and foreclosed site-built homes. Also, while we have successfully completed several contracts for the construction of modular military barracks and have similar efforts underway for Fort Sam Houston, other multi-family modular business in the Gulf Coast area has not materialized as we had initially expected. Accordingly, we have announced that we will be consolidating production from two modular plants into one. In addition, we are moving from 17 manufactured housing plants to 12, to reflect the markedly slower business in the Southeast and California. There is no doubt that consumers need affordable housing now more than ever, but it has become clear that the financing environment must improve before growth resumes in this vital industry.”

(more)

Corporate Restructuring

As outlined above, the Company is consolidating its manufacturing operations. The Company expects to realize lower fixed costs throughout the organization as a result of these changes, and improved labor and material costs over the longer term. Fleetwood will now manufacture products in two motor home plants, three travel trailer plants, and 13 housing plants. The Company’s capacity utilization is expected to improve as a result, and fixed expenses are estimated to be reduced by at least $40 million on an annualized basis.

“The changes being implemented should not affect the availability of Fleetwood’s current products to dealers or consumers in the geographic markets we serve,” Smith said. “After the transitions are complete, Fleetwood should be able to operate effectively in the current environment, while retaining the flexibility to take immediate advantage of any upturn.”

In addition to the plant consolidations, Fleetwood said it will take the actions necessary to ensure that the corporate resources in support of its reduced manufacturing operations are appropriately sized. To further reduce expenses, Fleetwood is suspending the company match of participant contributions to its 401(k) retirement plan and similar subsidies to the related Deferred Compensation Alternative Plan for management.

Update on 5% Debentures

As previously disclosed, holders of the Company’s 5% convertible senior subordinated debentures have the right to require Fleetwood to repurchase the debentures at par on December 15, 2008. Holders of the debentures may elect to participate in Fleetwood’s previously announced exchange offer, whereby it has offered holders of the debentures a combination of new senior secured notes due 2011 that are partially secured and guaranteed by certain Fleetwood subsidiaries, along with up to 14 million shares of common stock in exchange for their debentures. The exchange offer is not expected to be finalized until early December. Provided that the exchange is completed on or before December 12, 2008, the largest individual debenture holder, which accounts for approximately 34 percent of the existing debentures, has indicated an intention to exchange for the new notes. This would be sufficient to meet the minimum acceptance threshold for the exchange. For those debenture holders who do not accept the exchange offer, the Company has announced that it will fulfill any repurchase requests with common stock.

“We remain optimistic that the debenture holders will accept the exchange offer, which we believe is in their best interests as well as the Company’s,” Smith said. “Resolution of this matter in combination with our aggressive restructuring plan will benefit everyone who has a vested interest in Fleetwood, including dealers, retail customers, suppliers, and shareholders, as well as our debt holders.”

Outlook and Liquidity

“The year-to-date losses have, as might be expected, reduced our cash levels, yet we still ended the quarter with cash, cash equivalents, and marketable investments of more than $70 million,” Smith said. “We paid off the term loan in our bank facility during the quarter, and we have virtually no borrowings on our revolver, which reflected $30 million of unused borrowing capacity at quarter end. During the quarter, our average daily liquidity by calendar month ranged from $111 million to $129 million. With a successful exchange for the debentures, we anticipate that we will have ample liquidity to support operations going forward.

(more)

“We do not expect market conditions to improve in the near future and we are planning accordingly,” Smith concluded. “Although operating losses will likely be sustained through the remainder of the fiscal year, capacity reductions and increased utilization, along with reduced working capital needs, should permit a near breakeven cash flow from operations during that same period. Further, it is our objective to manage operating results close to breakeven levels beginning with the first quarter of our new fiscal year.”

The Company will host a conference call at 10:30 a.m. PST/1:30 p.m. EST on Tuesday, November 25, 2008. The call will be broadcast live over the Internet at the Company’s website, www.fleetwood.com under Investor Relations, and at www.streetevents.comand www.earnings.com.

About Fleetwood

Fleetwood Enterprises, Inc., through its subsidiaries, is a leading producer of recreational vehicles and manufactured homes. This Fortune 1000 company, headquartered in Riverside, Calif., is dedicated to providing quality, innovative products that offer exceptional value to its customers. Fleetwood operates facilities strategically located throughout the nation, including recreational vehicle, manufactured housing and supply subsidiary plants. For more information, visit the Company’s website at www.fleetwood.com.

This press release contains certain forward-looking statements and information based on the beliefs of Fleetwood’s management as well as assumptions made by, and information currently available to, Fleetwood’s management. Such statements, including those regarding potential annualized savings, the production level needed for breakeven operations, and the outlook for coming quarters reflect the current views of Fleetwood with respect to future events and are subject to certain risks, uncertainties, and assumptions, including risk factors identified in Fleetwood’s 10-K and other SEC filings. These risks and uncertainties include, without limitation,the significant demands on our liquidity while current economic and credit conditions are severely affecting our operations, including the potential repurchase of $100 million 5% debentures in December 2008 if we do not have sufficient shares of common stock to meet a repurchase obligation; the lack of assurance that we will regain sustainable profitability in the foreseeable future; our potential inability to decrease our operating losses and negative cash flow; the effect of ongoing weakness in both the manufactured housing and recreational vehicle markets, especially the recreational vehicle market which has deteriorated sharply in recent months; the volatility of our stock price and the risk of potential delisting from the NYSE; the effect of a decline in home equity values, volatile fuel prices and interest rates, global tensions, employment trends, stock market performance, credit crisis, availability of financing generally, and other factors that can and have had a negative impact on consumer confidence, and which may continue to reduce demand for our products, particularly recreational vehicles; the availability and cost of wholesale and retail financing for both manufactured housing and recreational vehicles; our ability to comply with financial tests and covenants on existing and future debt obligations; our ability to obtain, on reasonable terms if at all, the financing we will need in the future to execute our business strategies; potential dilution associated with future equity or equity-linked financings we may undertake to raise additional capital and the risk that the equity pricing may not be favorable; the cyclical and seasonal nature of both the manufactured housing and recreational vehicle industries; the increasing costs of component parts and commodities that we may be unable to recoup in our product prices; repurchase agreements with floorplan lenders, which we currently expect could result in increased costs due to the deteriorated market conditions; expenses and uncertainties associated with the entry into new business segments or the manufacturing, development, and introduction of new products; the potential for excessive retail inventory levels and dealers' desire to reduce inventory levels in the manufactured housing and recreational vehicle industries; the effect on our sales, margins and market share from aggressive discounting by competitors; potential increases in the frequency and size of product liability, wrongful death, class action, and other legal actions; and the highly competitive nature of our industries and changes in our competitive landscape.

(tables to follow)

Fleetwood Enterprises, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
(Unaudited)
	13 Weeks Ended						26 Weeks Ended
	October 26, 2008			October 28, 2007			October 26, 2008			October 28, 2007
Net sales:
RV Group	$	116,609		$	318,729		$	283,869		$	662,817
Housing Group		99,796			149,774			222,448			294,008
		216,405			468,503			506,317			956,825
Cost of products sold		199,501			387,997			452,666			803,930
Gross profit		16,904			80,506			53,651			152,895
Operating expenses		61,835			73,267			121,897			144,549
Other operating (income) expenses, net		6,908			3,110			6,826			(1,476	)
		68,743			76,377			128,723			143,073
Operating income (loss)		(51,839	)		4,129			(75,072	)		9,822
Other income (expense):
Investment income		828			1,222			1,689			2,539
Interest expense		(5,581	)		(6,669	)		(10,573	)		(12,185	)
		(4,753	)		(5,447	)		(8,884	)		(9,646	)
Income (loss) from continuing operations before income taxes		(56,592	)		(1,318	)		(83,956	)		176
Provision for income taxes		(196	)		(96	)		(602	)		(3,901	)
Loss from continuing operations		(56,788	)		(1,414	)		(84,558	)		(3,725	)
Income (loss) from discontinued operations, net		63			201			(1,245	)		166
Net loss	$	(56,725	)	$	(1,213	)	$	(85,803	)	$	(3,559	)
Basic and diluted loss per common share:
Loss from continuing operations	$	(0.74	)	$	(0.02	)	$	(1.17	)	$	(0.06	)
Loss from discontinued operations		--			--			(0.02	)		--
Net loss per common share	$	(0.74	)	$	(0.02	)	$	(1.19	)	$	(0.06	)
Weighted average common shares		76,286			64,243			72,381			64,201

Fleetwood Enterprises, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(unaudited)
	October 26, 2008		July 27, 2008		October 28, 2007
ASSETS
Cash and cash equivalents	$	45,613	$	60,698	$	47,476
Marketable investments		25,022		24,959		24,754
Receivables		91,226		82,909		115,639
Inventories		130,413		159,598		171,989
Other current assets		29,796		21,843		46,978
Total current assets		322,070		350,007		406,836
Property, plant and equipment, net		139,765		143,945		169,676
Deferred taxes		46,072		46,190		44,283
Other assets		50,369		49,998		60,455
Total assets	$	558,276	$	590,140	$	681,250
LIABILITIES & SHAREHOLDERS' EQUITY
Accounts payable	$	22,458	$	23,914	$	37,375
Employee compensation and benefits		30,959		30,158		42,610
Short-term borrowings		955		4,482		10,056
5% convertible senior subordinated debentures		100,000		100,000		--
Other current liabilities		93,944		77,215		139,210
Total current liabilities		248,316		235,769		229,251
5% convertible senior subordinated debentures		--		--		100,000
6% convertible subordinated debentures		160,142		160,142		160,142
Other long-term borrowings		27,857		11,306		18,811
Other non-current liabilities		81,674		86,840		87,347
Total non-current liabilities		269,673		258,288		366,300
Total shareholders' equity		40,287		96,083		85,699
Total liabilities and shareholders' equity	$	558,276	$	590,140	$	681,250

Fleetwood Enterprises, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
	13 Weeks Ended						26 Weeks Ended
	10/26/2008			10/28/2007			10/26/2008			10/28/2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from continuing operations	$	(56,788	)	$	(1,414	)	$	(84,558	)	$	(3,725	)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization expense		4,427			5,023			8,752			10,264
Stock-based compensation expense		1,098			1,431			1,674			1,883
Gain on sale of property, plant and equipment		415			(1,075	)		41			(6,436	)
Other non-cash items		1,400			3,100			1,400			6,688
Changes in assets and liabilities:
Receivables		(8,992	)		10,829			10,520			2,695
Inventories		29,185			(393	)		9,400			(9,045	)
Other assets and liabilities, net		3,036			(6,196	)		(14,911	)		(21,254	)
Net cash provided by (used in) operating activities		(26,219	)		11,305			(67,682	)		(18,930	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and sales of investments, net		(243	)		(255	)		(273	)		(618	)
Purchases of property, plant and equipment		(1,069	)		(1,672	)		(3,191	)		(3,755	)
Proceeds from sale of property, plant and equipment		68			5,871			1,107			12,576
Change in restricted cash		--			--			16,790			--
Net cash provided by (used in) investing activities		(1,244	)		3,944			14,433			8,203
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock, net								38,471			--
Change in short-term borrowings		(597	)		5,132			(3,682	)		2,664
Change in borrowings of long-term debt		12,912			(1,280	)		6,072			1,381
Proceeds from exercise of stock options		--			43			--			836
Net cash provided by (used in) financing activities		12,315			3,895			40,861			4,881
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash provided by (used in) discontinued operations		63			1,467			(261	)		617
Foreign currency translation adjustment		--			330			--			578
Net change in cash and cash equivalents		(15,085	)		20,941			(12,649	)		(4,651	)
Cash and cash equivalents at beginning of period		60,698			26,535			58,262			52,127
Cash and cash equivalents at end of period	$	45,613		$	47,476		$	45,613		$	47,476

Fleetwood Enterprises, Inc.
BUSINESS SEGMENT AND UNIT SHIPMENT INFORMATION
(Dollar amounts in thousands)
(Unaudited)
	13 Weeks Ended						26 Weeks Ended
	October 26, 2008			October 28, 2007			October 26, 2008			October 28, 2007
REVENUES:
Motor homes	$	87,581		$	263,776		$	209,390		$	537,457
Travel trailers		24,075			47,972			63,906			111,624
RV supply		4,953			6,981			10,573			13,736
RV Group		116,609			318,729			283,869			662,817
Housing Group		99,796			149,774			222,448			294,008
	$	216,405		$	468,503		$	506,317		$	956,825
OPERATING INCOME (LOSS):
Motor homes	$	(27,018	)	$	9,104		$	(43,086	)	$	18,107
Travel trailers		(9,080	)		(8,334	)		(14,728	)		(15,759	)
RV supply		(5,871	)		(178	)		(7,964	)		127
RV Group		(41,969	)		592			(65,778	)		2,475
Manufactured Housing		(4,061	)		5,912			(2,082	)		10,632
Modular		(2,153	)		(1,226	)		(1,841	)		(918	)
Lumber		(33	)		446			160			893
Housing Group		(6,247	)		5,132			(3,763	)		10,607
Corporate and other		(3,623	)		(1,595	)		(5,531	)		(3,260	)
	$	(51,839	)	$	4,129		$	(75,072	)	$	9,822
UNITS SOLD:
Recreational vehicles -
Motor homes		769			2,125			1,813			4,558
Travel trailers		1,223			2,225			3,140			5,611
		1,992			4,350			4,953			10,169
Housing -
HUD		2,469			3,619			5,162			7,184
MOD		234			307			833			555
		2,703			3,926			5,995			7,739
Total Company shipments		4,695			8,276			10,948			17,908

# # #

EX-99.2

Exhibit 99.2

Fleetwood Enterprises, Inc.
SUPPLEMENTAL OPERATING DATA
Quarter Ended October 26, 2008
(Unaudited)
(Dollars in thousands, except price per unit)
	Recreational Vehicle Group
	Motor Homes			Travel Trailers			RV Supply			Total RV Group			Housing Group			Other			Company Total
Operating revenues	$	87,581		$	24,075		$	4,953	(A)	$	116,609		$	99,796	(B)	$	-		$	216,405
Units sold		769			1,223			-			1,992			2,703
Single-sections														863
Multi-sections														1,606
Modulars														234
Class As		554
Class Cs		215
Conventional trailers					1,045
Fifth-wheel trailers					178
Average selling price per unit	$	113,889		$	19,685			NM			NM		$	36,920
Gross profit percent		0.6	%		4.7	%		(50.0	)%		(1.8	)%		19.1	%		NM			7.8	%
Operating loss	$	(27,018	)	$	(9,080	)	$	(5,871	)	$	(41,969	)	$	(6,247	)	$	(3,623	)	$	(51,839	)
Operating margin		(30.8	)%		(37.7	)%		(118.5	)%		(36.0	)%		(6.3	)%		NM			(24.0	)%
Depreciation	$	1,285		$	210		$	244		$	1,739		$	1,110		$	941		$	3,790
Capital expenditures	$	580		$	27		$	19		$	626		$	299		$	144		$	1,069

(A)	RV Group excludes $2.6 million of intercompany sales.
(B)	Housing Group excludes $6.8 million of intercompany sales.
NM	Not meaningful.

Fleetwood Enterprises, Inc.
SUPPLEMENTAL OPERATING DATA
Quarter Ended October 28, 2007
(Unaudited)
(Dollars in thousands, except price per unit)
	Recreational Vehicle Group
	Motor Homes			Travel Trailers			RV Supply				Total RV Group			Housing Group			Other			Company Total
Operating revenues	$	263,776		$	47,972		$	6,981	(A)	)	$	318,729		$	149,774	(B)	$	-		$	468,503
Units sold		2,125			2,225			-				4,350			3,926
Single-sections															970
Multi-sections															2,649
Modulars															307
Class As		1,616
Class Cs		509
Conventional trailers					1,723
Fifth-wheel trailers					502
Average selling price per unit	$	124,130		$	21,560			NM				NM		$	38,149
Gross profit percent		15.1	%		7.2	%		14.6	%			14.3	%		23.3	%		NM			17.2	%
Operating income (loss)	$	9,104		$	(8,334	)	$	(178	)		$	592		$	5,132		$	(1,595	)	$	4,129
Operating margin		3.5	%		(17.4	)%		(2.5	)%			0.2	%		3.4	%		NM			0.9	%
Depreciation	$	1,302		$	281		$	351			$	1,934		$	1,419		$	1,294		$	4,647
Capital expenditures	$	371		$	391		$	379			$	1,141		$	473		$	58		$	1,672

(A)	RV Group excludes $9 million of intercompany sales.
(B)	Housing Group excludes $15.1 million of intercompany sales.
NM	Not meaningful.

Fleetwood Enterprises, Inc.
SUPPLEMENTAL OPERATING DATA
Fiscal Year-To-Date October 26, 2008
(Unaudited)
(Dollars in thousands, except price per unit)
	Recreational Vehicle Group
	Motor Homes			Travel Trailers			RV Supply					Total RV Group			Housing Group			Other			Company Total
Operating revenues	$	209,390		$	63,906		$	10,573	(A)			$	283,869		$	222,448		$	-		$	506,317
Units sold		1,813			3,140			-					4,953			5,995
Single-sections																1,732
Multi-sections																3,430
Modulars																833
Class As		1,199
Class Cs		614
Conventional trailers					2,633
Fifth-wheel trailers					507
Average selling price per unit	$	115,494		$	20,352			NM					NM		$	37,106
Gross profit percent		4.4	%		7.2	%		(22.4	)%				3.5	%		19.7	%		NM			10.6	%
Operating loss	$	(43,086	)	$	(14,728	)	$	(7,964	)	(B	)	$	(65,778	)	$	(3,763	)	$	(5,531	)	$	(75,072	)
Operating margin		(20.6	)%		(23.0	)%		(75.3	)%	(B	)		(23.2	)%		(1.7	)%		NM			(14.8	)%
Depreciation	$	2,569		$	400		$	522				$	3,491		$	2,219		$	1,914		$	7,624
Capital expenditures	$	1,809		$	56		$	189				$	2,054		$	726		$	411		$	3,191

(A)	Excludes $32.4 million of intercompany sales.
(B)	Includes $8.8 million gain on sale of real estate.
NM	Not meaningful.

Fleetwood Enterprises, Inc.
SUPPLEMENTAL OPERATING DATA
Fiscal Year-To-Date October 28, 2007
(Unaudited)
(Dollars in thousands, except price per unit)
	Recreational Vehicle Group
	Motor Homes			Travel Trailers			RV Supply				Total RV Group			Housing Group			Other			Company Total
Operating revenues	$	537,457		$	111,624		$	13,736		(A)	$	662,817		$	294,008		$	-		$	956,825
Units sold		4,558			5,611			-				10,169			7,739
Single-sections															1,877
Multi-sections															5,307
Modular															555
Class As		3,351
Class Cs		1,207
Conventional trailers					4,448
Fifth-wheel trailers					1,163
Average selling price per unit	$	117,915		$	19,894			NM				NM		$	37,990
Gross profit percent		14.5	%		2.1	%		14.4	%			12.8	%		23.0	%		NM			16.0	%
Operating income (loss)	$	18,107		$	(15,759	)	$	127		(B)	$	2,475		$	10,607		$	(3,260	)	$	9,822
Operating margin		3.4	%		(14.1	)%		0.9	%	(B)		0.4	%		3.6	%		NM			1.0	%
Depreciation	$	2,700		$	690		$	698			$	4,088		$	2,758		$	2,672		$	9,518
Capital expenditures	$	490		$	770		$	682			$	1,942		$	1,460		$	353		$	3,755

(A)	Excludes $52.0 million of intercompany sales.
NM	Not meaningful.

Fleetwood Enterprises, Inc.
SUPPLEMENTAL OPERATING DATA
Quarter Ended October 26, 2008
(Unaudited)
(Dollars in thousands)
	Recreational Vehicle Group
	Motor Homes			Travel Trailers			RV Supply		Total		Housing Group
Number of facilities (A)		3			5			2		10		19
Capacity utilization		20	%		25	%		NM		NM		29	%
Number of independent distribution points (B)		282			472			NM		NM		1,462
Backlog (units/floors)		309			2,145			NM		2,454		784
Backlog - sales value (C)	$	35,192		$	42,225			NM	$	77,417	$	31,133
Dealer inventories (units)		3,587			5,905			NM		NM		5,009

(A)	Number of active facilities at the end of the quarter.
(B)	Distribution points may represent multiple product types causing some duplication.
(C)	The number of units in the backlog multiplied by the average selling price.
NM	Not meaningful.

Fleetwood Enterprises, Inc.
SUPPLEMENTAL OPERATING DATA
Quarter Ended October 28, 2007
(Unaudited)
(Dollars in thousands)
	Recreational Vehicle Group
	Motor Homes			Travel Trailers			RV Supply		Total		Housing Group
Number of facilities (A)		3			5			3		11		19
Capacity utilization		56	%		58	%		NM		NM		44	%
Number of independent distribution points (B)		269			588			NM		NM		1,352
Backlog (units/floors)		1,191			1,551			NM		2,742		1,191
Backlog - sales value (C)	$	147,839		$	33,440			NM	$	181,279	$	26,080
Dealer inventories (units)		4,329			12,278			NM		NM		6,036

(A)	Number of active facilities at the end of the quarter.
(B)	Distribution points may represent multiple product types causing some duplication.
(C)	The number of units in the backlog multiplied by the average selling price.
NM	Not meaningful.

EX-99.3

Exhibit 99.3

FLEETWOOD ANNOUNCES RESTRUCTURING

OF MANUFACTURING OPERATIONS

-- Six Housing Group plants and two travel trailer plants

to be consolidated into existing facilities --

Riverside, Calif., November 24, 2008 — Fleetwood Enterprises, Inc. (NYSE:FLE) announced today the consolidation of several manufacturing facilities in coordinated actions designed to match current production to market demand and improve capacity utilization.

The Company has notified its associates of the closures at its manufactured housing plants in Woodland, Calif.; Auburndale, Fla.; Willacoochee, Ga.; Benton, Ky.; and Pembroke, N.C. All of these plants will work through the orders they currently have and will begin transitioning production to some of the remaining 13 Fleetwood Housing Group facilities. They are expected to close within approximately 60 days. The Company’s Trendsetter Homes plant in Douglas, Ga., which is one of two producing modular housing, will also be closed, effective immediately.

Impending closure announcements were also made at Fleetwood’s travel trailer manufacturing centers in Crawfordsville, Ind. and Mexicali, Mexico. After the transition, all of the Company’s travel trailers and fifth wheels will be produced in its three existing plants in Ohio and Oregon.

“In the current economic climate, it is essential that we match our production to demand,” said Elden L. Smith, Fleetwood’s president and chief executive officer. “With 13 remaining housing plants and three travel trailer plants, we can continue to service all our existing dealers and the markets in which we currently operate. As difficult as it is to make decisions like these that impact the lives of our valued associates, we must position Fleetwood to operate profitably under the present and foreseeable business circumstances. We believe that these moves, in conjunction with the previously announced consolidation of two motor home plants, other significant cost-saving measures, and our proposed balance sheet restructuring, will enable us to weather the current economic crisis.”

The Company will work to place a limited number of associates within the organization, but it is expected that most of the jobs will be permanently lost. Assistance will be provided to all affected associates in cooperation with state and local agencies.

Further information about the restructuring and its expected impact on our financial results will be provided in tomorrow’s results release and investor call.

About Fleetwood

Fleetwood Enterprises, Inc., through its subsidiaries, is a leading producer of recreational vehicles and manufactured homes. This Fortune 1000 company, headquartered in Riverside, Calif., is dedicated to providing quality, innovative products that offer exceptional value to its customers. Fleetwood operates facilities strategically located throughout the nation, including recreational vehicle, factory-built housing and supply subsidiary plants. For more information, visit the Company’s website at www.fleetwood.com.

(more)

This press release contains certain forward-looking statements and information based on the beliefs of Fleetwood’s management as well as assumptions made by, and information currently available to, Fleetwood’s management. Such statements, including those regarding the production level needed for breakeven operations, reflect the current views of Fleetwood with respect to future events and are subject to certain risks, uncertainties, and assumptions, including risk factors identified in Fleetwood’s 10-K and other SEC filings. These risks and uncertainties include, without limitation,the significant demands on our liquidity while current economic and credit conditions are severely affecting our operations, including the potential repurchase of 5% debentures in December 2008 if we do not have sufficient shares of common stock to satisfy the obligation to repurchase the remaining amount of the 5% debentures outstanding; the lack of assurance that we will regain sustainable profitability in the foreseeable future; our potential inability to decrease our operating losses and negative cash flow; the effect of ongoing weakness in both the manufactured housing and recreational vehicle markets, especially the recreational vehicle market which has deteriorated sharply in recent months; the effect of a decline in home equity values, volatile fuel prices and interest rates, global tensions, employment trends, stock market performance, credit crisis, availability of financing generally, and other factors that can and have had a negative impact on consumer confidence, and which may reduce demand for our products, particularly recreational vehicles; the availability and cost of wholesale and retail financing for both manufactured housing and recreational vehicles; our ability to comply with financial tests and covenants on existing and future debt obligations; our ability to obtain, on reasonable terms if at all, the financing we will need in the future to execute our business strategies; the volatility of our stock price and the risk of potential delisting from the NYSE; potential dilution associated with future equity or equity-linked financings we may undertake to raise additional capital and the risk that the equity pricing may not be favorable; the cyclical and seasonal nature of both the manufactured housing and recreational vehicle industries; the increasing costs of component parts and commodities that we may be unable to recoup in our product prices; repurchase agreements with floorplan lenders, which we currently expect could result in increased costs due to the deteriorated market conditions; expenses and uncertainties associated with the entry into new business segments or the manufacturing, development, and introduction of new products; the potential for excessive retail inventory levels and dealers' desire to reduce inventory levels in the manufactured housing and recreational vehicle industries; the effect on our sales, margins and market share from aggressive discounting by competitors; potential increases in the frequency and size of product liability, wrongful death, class action, and other legal actions; and the highly competitive nature of our industries and changes in our competitive landscape.

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