Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously announced, on May 29, 2009, Fleetwood Enterprises, Inc. (the "Company") and certain of its subsidiaries (together with the Company, the "Sellers") entered into that certain Asset Purchase Agreement (the "Purchase Agreement") with AIP RV Acquisition Company LLC ("AIP"), for the sale of substantially all of the Sellers' motorized recreational vehicle business assets (the "RV Assets"). Prior to the closing of the sale of the RV Assets, AIP assigned its interest in the Purchase Agreement to two of its affiliates, Fleetwood RV, Inc. and Goldshield Fiberglass, Inc. (collectively, the "Purchaser"). The sale of the RV Assets pursuant to the Purchase Agreement was approved pursuant to an order of the United States Bankruptcy Court for the Central District of California, Riverside Division, filed and entered on July 2, 2009.

On July 17, 2009, the Company consummated the sale of the RV Assets to the Purchaser. After giving effect to certain closing adjustments, the net purchase price paid by the Purchaser to the Company was approximately $33.5 million, including $2.5 million deposited into an escrow account for potential purchase price adjustments and $2.0 million deposited into a segregated account to secure the Company's performance of certain information technology services under a transition services agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 15, 2009, each of the following directors of the Company submitted a written resignation to the chairman of the board, resigning from his/her position as a director of the Company, such resignations to become effective at 5:00 p.m. PDT on July 26, 2009:

Paul D. Borghesani

Dr. James L. Doti,

Margaret S. Dano

David S. Engelman

John T. Montford

Daniel D. Villanueva

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 15, 2009, the board of directors of the Company approved an amendment to
Section 3.02 of the Company's Amended and Restated Bylaws to, effective as of July 26, 2009, reduce the number of directors from ten (10) to four (4). Attached as Exhibit 3.1 hereto is a copy of the Amended and Restated Bylaws of the Company, as amended.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No. Description
3.1 Amended and Restated Bylaws of Fleetwood Enterprises, Inc., as amended

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