Exhibit 99.1

                         FLEETWOOD ENTERPRISES, INC.
                            3125 Myers Street
                       Riverside, California 92503-5527

Base Salary and Short-Term Incentive Compensation

    Total cash compensation, comprised of base salary and short-term
variable pay, is established through an individual and profitability model
that maintains competitive base salaries while providing sizable short-term
variable pay opportunities based upon the achievement of individual and
organizational performance objectives.  This performance-based approach is a
reflection of the Company's belief that executives should earn variable
compensation based on operational performance, including profitability.

    Base salaries and salary ranges are determined in relation to competitive
market data provided in national compensation surveys, and also based on an
evaluation of individual job responsibilities.  Compensation surveys utilized
include those conducted by nationally recognized compensation consulting
firms on an annual basis as well as others when appropriate.  The services of
a nationally recognized consulting firm were retained in 2004 and continue
into 2005 to review Fleetwood's executive compensation plans.  In order to
enhance the recruitment and retention of executive positions, the consulting
firm recommended we change our approach in comparing targeted management
compensation to competitive market data.  This change involved comparing the
targeted Total Cash Compensation (TCC) to market data at the 75th percentile
instead of the previously utilized 50th percentile.  The Long-Term Incentive
Compensation will continue to be compared at the 50th percentile, thus
creating a Total Direct Compensation (TDC) comprised of TCC and Long-Term
Incentive Compensation, which is approximately 62.5% of market data.

    Short-term incentive compensation targets are based on comparative market
data and require the senior executives who have responsibilities across
multiple business units to meet individual performance objectives as well as
Company-wide financial performance measures.  In the case of senior
executives who have responsibilities solely within a group or division,
financial performance measures will be based specifically on their functional
areas.  For FY2006, we have substantially increased the amount of the short-
term incentive compensation payable based upon the financial performance of
the Company.  We have proportionately decreased the amount of short-term
incentive compensation payable based upon the individual performance of an
executive.  Accordingly, ninety percent of the short-term incentive will be
based upon financial performance of the Company and 10% will be based upon
the individual performance.  Aggregate TCC is unchanged.

Chief Executive Officer Compensation

    The compensation package for Mr. Smith provides a competitive salary with
the potential of significant variable pay in the event the Company performs
well under his leadership.  Mr. Smith's annual base pay as Chief Executive
Officer will remain unchanged at $873,000 and his annual targeted variable
pay opportunity will remain unchanged at $1,067,000.  The amount of his
targeted variable pay that is based upon individual performance will reduce
from 50% down to 10% of the targeted variable pay.  The amount of his
targeted variable pay that is based upon the financial performance of the
Company will increase from 50% to 90%.  Mr. Smith's total direct compensation
target includes an annual long-term performance target that remains unchanged
at $1,127,000 and annual stock option grant targets that remain unchanged,
issued in March and September of each year, at $563,500.  He will receive
long-term performance and stock option grants on essentially the same
schedule as other officers.