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Fleetwood Board Adopts Stockholder Rights Plan

16 September 1998

Fleetwood Board Adopts Stockholder Rights Plan, Adds to Share Repurchase Authorization and Declares Regular Dividend

    RIVERSIDE, Calif., Sept. 15 -- Fleetwood Enterprises, Inc.
announced today that its Board of Directors has approved the
adoption of a new stockholder rights plan to replace its existing rights plan
which expires in November 1998.
    The rights plan provides for the distribution to Fleetwood's stockholders
of one preferred stock purchase "right" for each outstanding share of Common
stock.  The rights plan provides for the distribution of one Right for each
share of Common stock outstanding on the November 9, 1998 record date.  The
rights will trade with the Company's Common stock, and will not be exercisable
until the occurrence of certain takeover-related events.  If a person or group
acquires 15% or more of Fleetwood's Common stock, the holders of the rights
(other than the acquiring person or group) would, under certain circumstances,
have the right to purchase additional shares of Fleetwood (or, in some cases,
of the acquiring entity) at a discount to the then market price.  The rights
can be redeemed by the Company at any time, and will otherwise expire on
September 14, 2008.  The Company established the Right exercise price at
$160 per Right.  Further details regarding the rights plan will be provided to
stockholders in a forthcoming letter.
    The rights plan is designed to enable all stockholders of Fleetwood to
realize the long-term value of their investments in Fleetwood.  Specifically,
the rights plan is designed to deter coercive or unfair takeover tactics and
to prevent an acquirer from gaining control of Fleetwood without offering a
fair price to all of Fleetwood's stockholders.
    At the same time, the Board reaffirmed a previous share repurchase
authorization and approved an additional 2.0 million shares under the program.
The Company had previously announced on August 26 the reactivation of its
share repurchase program under which approximately 1.5 million shares were
available for purchase from an earlier Board authorization.
    The directors also declared the Company's regular quarterly cash dividend
of 18 cents per share of Common stock, payable November 10, 1998 to
shareholders of record October 2, 1998.
    Fleetwood is a leading producer of manufactured housing and recreational
vehicles, with manufacturing operations throughout the U.S. and in Canada.