SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                             _______________

                                FORM 8-K

                             CURRENT REPORT

                   PURSUANT TO SECTION 13 or 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):       MAY 24, 1996      
                                                  ------------------------

                         FLEETWOOD ENTERPRISES, INC.           
             --------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)

          DELAWARE                     1-7699                 95-1948322
- ----------------------------      ----------------       -------------------
(State or Other Jurisdiction      (Commission File          (IRS Employer
of Incorporation)                      Number)           Identification No.)

    3125 MYERS STREET, RIVERSIDE, CA                             92503-5527
- ----------------------------------------                         ----------
(Address of Principal Executive Offices)                         (Zip Code)

Registrant's telephone number, including area code:           (909) 351-3500
                                                              --------------

                          N/A
- -------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)




ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

          On May 24, 1996, Fleetwood Enterprises, Inc. ("Fleetwood") 
          consummated the sale to Associates First Capital Corporation, a 
          Delaware corporation ("Associates"), of all the outstanding capital 
          stock of Fleetwood Credit Corp., a California corporation ("FCC"), 
          its wholly-owned recreational vehicle financing subsidiary, for an 
          aggregate purchase price of $156.6 million (subject to certain 
          potential post-closing adjustments) pursuant to the terms of that 
          certain Stock Purchase Agreement dated April 22, 1996 between 
          Fleetwood and Associates Commercial Corporation, a Delaware 
          corporation, as assigned to Associates on May 24, 1996 (the 
          "Agreement").  The aggregate purchase price amount was determined 
          through negotiations between Fleetwood and Associates.  Associates 
          is a diversified finance company that currently provides 
          financing for dealers of Fleetwood's manufactured homes.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

          (a)  Financial Statements of Businesses Acquired.

               Not applicable.

          (b)  Pro Forma Financial Information.

               Pro forma consolidated balance sheet as of April 28, 1996 and
               pro forma consolidated statement of operations for the year 
               ending April 28, 1996.

          (c)  Exhibits.

EXHIBIT   DESCRIPTION

  2.1     Stock Purchase Agreement dated April 22, 1996 between Fleetwood and
          Associates Commercial Corporation regarding the sale of all the
          outstanding capital stock of FCC.

  2.2     Assignment of Stock Purchase Agreement from Associates Commercial
          Corporation to Associates dated May 24, 1996.

  99.1    Pro forma consolidated balance sheet as of April 28, 1996 and pro
          forma consolidated statement of operations for the year ending 
          April 28, 1996.

  99.2    Press Release dated May 24, 1996 issued by Fleetwood.


                                       2




                                 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 hereunto duly authorized.

                                            FLEETWOOD ENTERPRISES, INC.,
                                            a Delaware corporation

Date:      June 6, 1996                     By:   /s/ Paul M. Bingham
         ----------------                       ----------------------------
                                                Paul M. Bingham,
                                                Financial Vice President
















                                       3




                                EXHIBIT INDEX

EXHIBIT
NUMBER                            DESCRIPTION

  2.1   Stock Purchase Agreement dated April 22, 1996 between Fleetwood and
        Associates Commercial Corporation regarding the sale of all the
        outstanding capital stock of FCC.

  2.2   Assignment of Stock Purchase Agreement from Associates Commercial
        Corporation to Associates dated May 24, 1996.

 99.1   Pro forma consolidated balance sheet as of April 28, 1996 and pro
        forma consolidated statement of operations for the year ending 
        April 28, 1996.

 99.2   Press Release dated May 24, 1996 issued by Fleetwood.

___________________________
*    Exhibit 2.1 contains a listing of the schedules to the exhibit document.
     Fleetwood agrees to furnish supplementally a copy of any omitted schedules
     to the Securities and Exchange Commission upon request.





                                       4