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):  September 13, 2004


                         FLEETWOOD ENTERPRISES, INC.
              (Exact Name of Registrant as Specified in its Charter)

Delaware                  1-07699                         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)   (Zip Code)


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

         (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:

__ Written communications pursuant to Rule 425 under the Securities Act (17
CFR230.425)
__ Soliciting material pursuant to Rule 14z-12 under the Exchange Act (17
CFR240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c)under the
Exchange Act (17 CFR240.13e-4(c))


Item 9.01. Financial Statements and Exhibits
     (a)  Inapplicable

     (b)  Inapplicable

     (c)  Exhibits

      10.1  Form Non-Qualified Stock Option Agreement for 1992 Stock-Based
Incentive Compensation Plan.

      10.2  Alternative Form Non-Qualified Stock Option Agreement for 1992
Stock-Based Incentive Compensation Plan.
      10.3  Form Non-Qualified Stock Option Agreement for 1992 Non-Employee
Director Stock Option Plan.

      10.4  Description of Director Compensation.


                                   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.



Date:  September 14, 2004              By:   /s/  Leonard J. McGill
                                        ----------------------------
                                       Leonard J. McGill
                                       Senior Vice President and
                                       Chief Governance Officer

S-1
| LA\1027226.1  Fleetwood/ BofA - Sixth Amendment||	|   017843-0007||

EX-1

Exhibit 10.1

                       FLEETWOOD ENTERPRISES, INC.
                 l992 Stock-Based Incentive Compensation Plan
                       STOCK OPTION AGREEMENT

     This Stock Option Grant (the "Agreement") is made effective as of
__________________, _____, by and between FLEETWOOD ENTERPRISES, INC.
(the "Company") and ____________ (Optionee"), pursuant to that certain
l992 Stock-Based Incentive Compensation Plan (the "Plan") which became
effective on June 9, l992.

     l.  Stock Options Granted.  Subject to the limitations set forth
herein and in the Plan, Optionee may purchase all or any part of an
aggregate of _____ shares of Common Stock of the Company (the "Shares")
at an exercise price of $_____ per share, payable in cash or in Common
Stock of the Company as set forth in the Plan.  Such Options are
intended to be _ Incentive Stock Options or /_/  Nonqualified Stock
Options as defined in the Plan.

     2.  Exercise Features.  Stock Options granted by this Agreement
shall, as provided in more detail in the Plan, be exercisable as
follows:

       A.  One-third of the options granted hereby shall become
exercisable twelve months from the date hereof, one-third of the
options granted hereby shall become exercisable twenty-four months from
the date hereof; and one-third of the options granted hereby shall
become exercisable thirty-six months from the date hereof, in each case
assuming that Optionee has been continuously employed by the Company, a
subsidiary or affiliate during such periods.  Fractional options will
not be granted.  If the total number of options granted hereby is not
divisible evenly by three, options exercisable after the first twelve
months hereof, and after the second twelve months hereof, if necessary,
shall be increased by one, respectively, so that options covering the
three periods equal the total number of options granted hereby.

       B.  Once exercisable, Options generally expire if not exercised
upon the earlier to occur of (i) the periods specified in Section 3.5
of the Plan, or (ii) ten years after the date of grant of such Option.
For this Option Grant, however, the Plan is modified as described on
Annex A delivered to you with this Agreement.

     3.  General.  This Agreement shall be governed by and construed in
accordance with the internal laws of the State of California, shall be
binding upon the successors and assigns of the parties hereto and shall
be subject to all of the terms and provisions of the Plan, a copy of
which has been delivered to Optionee.

     IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto on the date first above written.

OPTIONEE:
FLEETWOOD ENTERPRISES, INC.


____________________________          By:____________________________
         (Signature)                        Edward B. Caudill,
                                            President

_____________________________
(Printed Name)

SS#__________________________

Effective Date:


                         ANNEX A TO OPTION GRANT
                    PURSUANT TO THE FLEETWOOD ENTERPRISES, INC.
                   1992 STOCK-BASED INCENTIVE COMPENSATION PLAN


On March 10, 2003 the Compensation Committee determined that, for
options granted on that date and for any future option grants until
further notice, and with respect to any termination of employment in
the circumstances described below, Section 3.5 of the Plan would be
modified as described in this Annex A.  This does not affect options
granted prior to March 10, 2003.

1.  Upon Normal Retirement (defined below), your options will expire and
become unexercisable as of the earlier of (A) the date the options expire
in accordance with their terms or (B) three years after the date of
retirement, and the vesting of all or any portion of any options that had
not become exercisable on or prior to the date of retirement will be
accelerated.

2.  Upon Early Retirement (defined below), your options will expire and
become unexercisable as of the earlier of (A) the date the options expire
in accordance with their terms or (B) two years after the date of
retirement, and the vesting of all or any portion of any options that had
not become exercisable on or prior to the date of retirement will
continue on the same schedule as before without acceleration.

3.  Upon Death, your options will expire and become unexercisable as of
the earlier of (A) the date the options expire in accordance with their
terms or (B) one year after the date of death, and the vesting of all or
any portion of any options that had not become exercisable on or prior to
the date of death will be accelerated.

4.  Upon Disability, your options will expire and become unexercisable as
of the earlier of (A) the date the options expire in accordance with
their terms or (B) one year after the date of termination and the vesting
of all or any portion of any options that had not become exercisable on
or prior to the date of retirement will continue on the same schedule as
before without acceleration..

5.  Upon termination for Cause, as before, all unexercised options expire
as of the date of termination, including all unvested options.

6.  In the event of all other terminations of employment not qualifying
as Normal or Early Retirement (defined below), your options will expire
and become unexercisable as of the earlier of (A) the date the options
expire in accordance with their terms or (B) 90 days after the date of
termination, and all options that are unvested at the date of termination
will be terminated and forfeited.

"Normal Retirement" means you have voluntarily elected to terminate your
employment with the Company and you have reached age 65.

"Early Retirement" means you have voluntarily elected to terminate your
employment with the Company and you have reached age 55 and either (a)
your age plus years of service equals at least 70 if you have had no
break in employment or (b) your age plus years of service equals at least
75 if you have had a break in service.

EX-2

Exhibit 10.2

                      FLEETWOOD ENTERPRISES, INC.
                 l992 Stock-Based Incentive Compensation Plan
                      STOCK OPTION AGREEMENT

     This Stock Option Grant (the "Agreement") is made effective as of
_________, _____ by and between FLEETWOOD ENTERPRISES, INC. (the
"Company") and ___________ __________ (Optionee"), pursuant to that
certain l992 Stock-Based Incentive Compensation Plan (the "Plan") which
became effective on June 9, l992.

     l.  Stock Options Granted.  Subject to the limitations set forth
herein and in the Plan, Optionee may purchase all or any part of an
aggregate of _________ shares of Common Stock of the Company (the
"Shares") at an exercise price of $_______ per share, payable in cash
or in Common Stock of the Company as set forth in the Plan.  Such
Options are intended to be _ Incentive Stock Options or /_/
Nonqualified Stock Options as defined in the Plan.

     2.  Exercise Features.  Stock Options granted by this Agreement
shall, as provided in more detail in the Plan, be exercisable as
follows:

       A.  The options granted hereby shall become exercisable,
assuming that Optionee has been continuously employed by the Company, a
subsidiary or affiliate during such periods, seven years from the date
hereof or, if earlier, upon the occurrence of the following events:
(i) fifty percent (50%) of such Options shall become exercisable after
the closing sales price (or average of the bid and ask prices if no
sales price is quoted) of a share of the Company's Common Stock on the
New York Stock Exchange Composite Transactions (or equivalent exchange
or, trading system if the Common Stock does not trade on the New York
Stock Exchange) ("Closing Price") for twenty consecutive trading days
has been twenty-five percent (25%) or more above the exercise price of
each Option granted hereby, and (ii) all of such Options shall become
exercisable after the Closing Price for twenty consecutive trading days
has been at least fifty percent (50%) or more above the exercise price
of each Option granted hereby.

       B.  Once exercisable, Options generally expire if not exercised
upon the earlier to occur of (i) the periods specified in Section 3.5
of the Plan, or (ii) ten years after the date of grant of such Option.
For this Option Grant, however, the Plan is modified as described on
delivered to you with this Agreement.

     3.  General.  This Agreement shall be governed by and construed in
accordance with the internal laws of the State of California, shall be
binding upon the successors and assigns of the parties hereto and shall
be subject to all of the terms and provisions of the Plan, a copy of
which has been delivered to Optionee.

     IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto on the date first above written.

OPTIONEE:
FLEETWOOD ENTERPRISES, INC.


____________________________            By:____________________________
         (Signature)                       Edward B. Caudill, President

_____________________________
(Printed Name)

SS#__________________________
Effective Date:


                        ANNEX A TO OPTION GRANT
                  PURSUANT TO THE FLEETWOOD ENTERPRISES, INC.
                1992 STOCK-BASED INCENTIVE COMPENSATION PLAN


On March 10, 2003 the Compensation Committee determined that, for
options granted on that date and for any future option grants until
further notice, and with respect to any termination of employment in
the circumstances described below, Section 3.5 of the Plan would be
modified as described in this Annex A.  This does not affect options
granted prior to March 10, 2003.

1.  Upon Normal Retirement (defined below), your options will expire and
become unexercisable as of the earlier of (A) the date the options expire
in accordance with their terms or (B) three years after the date of
retirement, and the vesting of all or any portion of any options that had
not become exercisable on or prior to the date of retirement will be
accelerated.

2.  Upon Early Retirement (defined below), your options will expire and
become unexercisable as of the earlier of (A) the date the options expire
in accordance with their terms or (B) two years after the date of
retirement, and the vesting of all or any portion of any options that had
not become exercisable on or prior to the date of retirement will
continue on the same schedule as before without acceleration.

3.  Upon Death, your options will expire and become unexercisable as of
the earlier of (A) the date the options expire in accordance with their
terms or (B) one year after the date of death, and the vesting of all or
any portion of any options that had not become exercisable on or prior to
the date of death will be accelerated.

4.  Upon Disability, your options will expire and become unexercisable as
of the earlier of (A) the date the options expire in accordance with
their terms or (B) one year after the date of termination and the vesting
of all or any portion of any options that had not become exercisable on
or prior to the date of retirement will continue on the same schedule as
before without acceleration..

5.  Upon termination for Cause, as before, all unexercised options expire
as of the date of termination, including all unvested options.

6.  In the event of all other terminations of employment not qualifying
as Normal or Early Retirement (defined below), your options will expire
and become unexercisable as of the earlier of (A) the date the options
expire in accordance with their terms or (B) 90 days after the date of
termination, and all options that are unvested at the date of termination
will be terminated and forfeited.

"Normal Retirement" means you have voluntarily elected to terminate your
employment with the Company and you have reached age 65.

"Early Retirement" means you have voluntarily elected to terminate your
employment with the Company and you have reached age 55 and either (a)
your age plus years of service equals at least 70 if you have had no
break in employment or (b) your age plus years of service equals at least
75 if you have had a break in service.

EX-3

Exhibit 10.3

                      FLEETWOOD ENTERPRISES, INC.
             l992 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                      STOCK OPTION AGREEMENT


     This Stock Option Grant (the "Agreement") is made effective as
of__________________, ______ by and between FLEETWOOD ENTERPRISES, INC.
(the "Company") and "First_Name" "MIDDLE_NAME" "Last_Name" (Optionee"),
pursuant to that certain l992 Nonemployee Director Stock Option Plan
(the "Plan") which became effective on June 9, l992.

     1.  Stock Options Granted.  Subject to the limitations set forth
herein and in the Plan, Director may purchase all or any part of an
aggregate of "Shares_Granted" shares of Common Stock of the Company
(the "Shares") at an exercise price of $______per share, payable in
cash or in Common Stock of the Company as set forth in the Plan.  Such
Options are intended to be _ Incentive Stock Options or /_/
Nonqualified Stock Options as defined in the Plan.

     2.  Exercise Features.  Stock Options granted by this Agreement
shall, as provided in more detail in the Plan, be exercisable as
follows:

       A.  Options are exercisable as of the date of this agreement.

       B.  Once exercisable (including the application of any grace
period), Options shall expire if not earlier exercised upon the earlier
to occur of (i) three years following termination of Optionee's status
as a Nonemployee Director of the Company, or (ii) ten years after the
date of grant of such Option.

     3.  General.  This Agreement shall be governed by and construed in
accordance with the internal laws of the State of California, shall be
binding upon the successors and assigns of the parties hereto and shall
be subject to all of the terms and provisions of the Plan, a copy of
which has been delivered to Director.

     IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto on the date first above written.


OPTIONEE:
FLEETWOOD ENTERPRISES, INC.


____________________________          By:____________________________
       (Signature)                          Edward B. Caudill,
                                            President

"FIRST_NAME" "MIDDLE_NAME" "LAST_NAME"

SS# "SSN"



Effective Date:  September 11, 2002

EX-4

Exhibit 10.4


Director Compensation

	All members of the Board of Directors who are not Fleetwood
employees receive compensation for their service as Fleetwood directors
in the amount of $30,000 per year, payable quarterly. The Chairman of the
Board receives an additional $70,000 per year, payable quarterly. In
addition, such members receive an attendance fee of $2,000 per Board
meeting. The Chair of each committee receives a fee of $2,000 per meeting
and $1,000 per telephone conference, payable quarterly.  The chair of the
Audit Committee receives a further $5,000 per year and other members of
the Audit Committee receive an additional $2,000 per year in addition to
their regular director and committee fees. A fee in the amount of $1,000
for in-person attendance and $500 for attendance via telephone conference
is paid to non-employee directors with respect to each Committee meeting.
Directors are reimbursed for reasonable expenses incurred in connection
with their attendance at Board and Committee meetings.