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):  October 21, 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:

_X_ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
_X_ 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 8.01       Other Events

     On October 21, 2008 Fleetwood Enterprises, Inc. issued a news release
announcing that it plans to commence an exchange offer for its 5% senior
subordinated convertible debentures. A copy of the news release is attached
as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01     Financial Statements and Exhibits

              (d)  Exhibits



       The following exhibit is furnished with this current report on Form 8-K:

Exhibit Number   Description of Exhibit

99.1    News release dated October 21, 2008 announcing that Fleetwood
        Enterprises, Inc. plans to commence an exchange offer for its 5% senior
        subordinated convertible debentures.



                                   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:  October 21, 2008
                                   FLEETWOOD ENTERPRISES, INC.



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

EX-99

                                                                 Exhibit 99.1


                                Filed by Fleetwood Enterprises, Inc. pursuant
                                 to Rule 425 under the Securities Act of 1933
                                 and Rule 13e-4 under the Securities Exchange
                                       Act of 1934 Subject Company: Fleetwood
                                            Enterprises, Inc. Commission File
                                                                 No. 001-7699

              FLEETWOOD ANNOUNCES PLANS FOR EXCHANGE OFFER FOR
                       CONVERTIBLE DEBENTURES

Riverside, Calif., October 21, 2008 - Fleetwood Enterprises, Inc. (NYSE: FLE)
today announced its intention to make an exchange offer for its $100 million
principal amount of 5% Convertible Senior Subordinated Debentures due 2023.
Holders of the existing debentures currently have the right to put them to
Fleetwood at par on December 15, 2008. Fleetwood intends to file a
registration statement, a tender offer statement, and other related documents
with the Securities and Exchange Commission (SEC) in connection with its
proposed offer to exchange new senior secured notes and shares of its common
stock for the outstanding debentures. Fleetwood continues to hold discussions
with certain holders of debentures and also with its lending syndicate
regarding the relative rights of its senior lenders and the holders of the
securities it plans to issue in the exchange offer, but anticipates
commencing the exchange offer on or around October 27, 2008.

Fleetwood anticipates that the new notes will be senior securities, will be
guaranteed by certain of its subsidiaries, and will be secured, in part, by
some of its real property. Fleetwood also anticipates that interest on the
new notes will be payable part in cash and part in kind, and that the new
notes will not be convertible into Fleetwood's common stock. The shares of
its common stock issuable in the exchange offer will be registered and freely
tradable. The amount of shares issuable in the contemplated exchange would be
dependent on our stock price but would be capped so as not to exceed 20
percent of our currently outstanding common stock, which would require a
shareholder vote under NYSE rules. The existing debentures are subordinated
to Fleetwood's senior debt, are not guaranteed by any of Fleetwood's
subsidiaries and are not secured by any of Fleetwood's assets.

The purpose of the exchange offer is to offer holders of the existing
debentures new senior secured notes that will 1) provide an increase in
yield, 2) be subordinated in right of payment only to the Company's secured
bank lenders, 3) benefit from subsidiary guarantees, and 4) be secured by
certain of the Company's real property. Fleetwood anticipates that a
successful exchange offer would benefit all of its constituencies while
significantly reducing its short-term obligation to repurchase the existing
debentures in difficult financial and operating circumstances.

The launch of the exchange offer is subject to bank consent. The consummation
of any exchange offer will be subject to the satisfaction or waiver of
several conditions, including 1) a declaration from the SEC that the
registration statement that Fleetwood expects to file in the near future is
effective and 2) the valid tender, without withdrawal, of a minimum amount of
the existing notes. Fleetwood expects that the exchange offer will be
completed approximately 23 business days after the exchange offer is
launched, assuming the conditions to the exchange offer have been met.

This news release does not constitute an offer to exchange or sell, or the
solicitation of an offer to exchange or buy, nor shall there be any exchange
or sale of these securities in any state in which such offer, exchange,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

Noteholders are strongly advised to read the registration statement, tender
offer statement, and other related documents when they are filed with the SEC
because these documents contain important information. Stockholders and
noteholders may obtain a free copy of these documents when they become
available from Fleetwood or at the SEC's website, www.sec.gov.

Noteholders also may obtain copies of the exchange offer materials when they
become available from MacKenzie Partners, the information agent for the
exchange offer, at 800-322-2885.

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, California, 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.

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 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
lack of assurance that we will regain sustainable profitability in the
foreseeable future; the effect of ongoing weakness in both the manufactured
housing and the recreational vehicle markets; the effect of a decline in home
equity values,  volatile fuel prices and interest rates, global tensions,
employment trends, stock market performance, the availability of financing in
general, and other factors that can have a negative impact on consumer
confidence, 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; the effect
on our sales of aggressive discounting by competitors; our ability to comply
with financial tests and covenants on existing 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; our ability to meet the repayment
terms of our outstanding convertible debt instruments, including the 5%
convertible senior subordinated debentures; potential dilution associated
with 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; the
potential for excessive retail inventory levels in the manufactured housing
and recreational vehicle industries; the volatility of our stock price;
repurchase agreements with floorplan lenders, which could result in increased
costs; potential increases in the frequency of product liability, wrongful
death, class action, and other legal actions, including actions resulting
from products we receive from our suppliers; and the highly competitive
nature of our industries.
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