FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) X OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 26, 1998 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) ______ OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number 1-7699 FLEETWOOD ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 95-1948322 _______________________ ________________________________________ (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 3125 Myers Street, Riverside, California 92503-5527 ___________________________________________________________________________ (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (909) 351-3500 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ Indicate the number of shares outstanding of each of the issuer's classes of Common stock as of the close of the period covered by this report. Class Outstanding at July 26, 1998 _________________________ _______________________________________ Common stock, $1 par value 32,034,309 shares Preferred share purchase rights -- Item 1. Financial Statements The notes to the Financial Statements in the original filing are hereby amended to read in full as follows, with the only change being the addition of Note 5 thereof: FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JULY 26, 1998 1) Reference to Annual Report Reference is made to the Notes to Consolidated Financial Statements included in the Company's Form 10-K annual report for the year ended April 26, 1998. 2) Industry Segment Information Information with respect to industry segments for the periods ending July 26, 1998 and July 27, 1997 is shown below (amounts in thousands): 13 Weeks Ended 13 Weeks Ended July 26, 1998 July 27, 1997 -------------- -------------- OPERATING REVENUES: Manufactured housing - Manufacturing $400,412 $366,649 Less intercompany (1,484) -- ------ -------- 398,928 366,649 Retail 1,878 -- ------- ------- 400,806 366,649 Recreational vehicles 	428,766 350,693 Supply operations 	 10,583 11,112 ------- ------- $840,155 $728,454 ======== ======== OPERATING INCOME: Manufactured housing 	$25,496 $ 15,830 Housing - retail (1,094) -- Recreational vehicles 	 26,637 16,113 Supply operations 3,583 3,392 Corporate and other* (4,371) (13,739)** ------- -------- $50,251 $ 49,074 ======= ========= * Including adjustments and eliminations. ** Includes non-recurring insurance gain of $16.2 million. 3) Earnings Per Share Basic earnings per share is computed by dividing income available to Common stockholders by the weighted average number of Common shares outstanding. Diluted earnings per share includes the effect of potential shares outstanding from dilutive stock options and dilutive preferred securities. After-tax distributions on preferred securities are added to net income to arrive at earnings used in the diluted earnings per share calculation. The table below shows the calculation components of earnings per share for both basic and diluted earnings per share (amounts in thousands): 13 Weeks Ended 13 Weeks Ended July 26, 1998 July 27, 1997 Weighted Weighted Average Average Income Shares Income Shares Basic earnings per share	 $30,225	 31,621 $30,942	 35,843 Effect of dilutive securities: Stock options -- 720 -- 825 Preferred securities 	 2,781 5,901 -- -- ------- ------ ------- ------ Diluted earnings per share $33,006 38,242 $30,942 36,668 ======= ====== ======= ====== 4) Accumulated Other comprehensive Income Balances The Company has adopted SFAS 130 "Reporting Comprehensive Income" which establishes standards for reporting and displaying comprehensive income and its components in a full set of general purpose financial statements. The following reflects the activity in the accumulated other comprehensive income balance for the period (amounts in thousands). Accumulated Foreign Unrealized Other Currency Gains on Comprehensive Items Securities Income -------- ---------- --------------- Beginning balance $(1,759) $298 $(1,461) Current period change (756) (110) (866) ------- ----- ------- Ending balance $(2,515) $188 $(2,327) ======= ==== ======= 5) Convertible Trust Preferred Securities Reference is made to Note 8 in the notes to audited consolidated financial statements included in the Company's annual report on Form 10-K for the fiscal year ended April 26, 1998. During fiscal 1998, Fleetwood Capital Trust (the Trust), a Delaware business trust wholly owned by the Company, completed a $287.5 million private placement of 5,750,000 shares of 6% Convertible Trust Preferred Securities. The proceeds from the issuance were invested by the Trust in 6% convertible subordinated debentures (the Debentures) issued by the Company in the aggregate principal amount of $296.4 million, maturing on February 15, 2028. The Debentures are the sole assets of the Trust and eliminate in consolidation. PART II OTHER INFORMATION There are no other items to be reported or exhibits to be filed. 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. _______________________________ Paul M. Bingham Senior Vice President - Finance and Chief Financial Officer January 31, 2000