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Fleetwood Completes $287.5 Million Private Placement

10 February 1998

Fleetwood Completes $287.5 Million Private Placement

    RIVERSIDE, Calif., Feb. 10 -- Fleetwood Enterprises, Inc.
, the nation's leading producer of manufactured housing and
recreational vehicles, today reported that it has completed a private
placement of $287.5 million of convertible trust preferred securities by way
of a subsidiary trust.  The sole asset of the trust will be Fleetwood
Enterprises, Inc. convertible subordinated debentures due 2028.  The preferred
securities will be entitled to quarterly cash distributions at an annual rate
of 6.0 percent of the $50 liquidation preference and convertible into Common
stock of Fleetwood at the rate of 1.02627 shares of Common stock for each
preferred security (equivalent to a conversion price of $48.72 per share of
Common stock).  The Company will apply $176.9 million of the proceeds of the
preferred securities to purchase 5.2 million shares of Fleetwood Common stock
from John C. Crean, Fleetwood's founder and retired Chairman of the Board.
The remaining net proceeds will be used for general corporate purposes, which
may include funding a portion of the Company's capital commitment to its
participation in the manufactured housing retail business.
    The securities were placed pursuant to Rule 144A and Regulation S under
the Securities Act of 1933.  The securities placed have not been registered
under the Securities Act of 1933 and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.
    This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities, nor shall there be any
sale of securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of such state.

SOURCE  Fleetwood Enterprises, Inc.