EXHIBIT 99

                  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS        


 To the Board of Directors of Fleetwood Credit Corp. and 
 The First National Bank of Chicago as trustee:  
        

We have audited, in accordance with generally accepted auditing standards the 
financial statements of FLEETWOOD CREDIT CORP. and SUBSIDIARY as of 
April 30, 1996 and have issued our report thereon dated May 31. 1996,  
        
The audit referred to above included tests relating to simple interest retail
installment sales contracts serviced for others in accordance with the 
requirements of the Uniform Single Audit Program for Mortgage Bankers. Our 
audit disclosed no exceptions or errors in records relating to simple 
interest retail installment sales contracts serviced for others that, in
our opinion, the Program requires us to report.  
        
We are independent with respect to Fleetwood Credit Corp. within the meaning of 
the Code of Professional Conduct of the American Institute of Certified 
Public Accountants.
          
This report is intended solely for the information and use of the board of 
directors and management of Fleetwood Credit Corp. and The First National 
Bank of Chicago end should not be used for any other purpose.  
        
        
        
                       /S/ARTHUR ANDERSEN LLP
                          ARTHUR ANDERSEN LLP

County, California  
May 31, 1996