FLE Fleetwood Enterprises

CUSIP No. 339099103
 ---------------------

1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 SLS Management, LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [ ]
 (b) [X]



3. SEC USE ONLY



4. SOURCE OF FUNDS*

 AF, WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 PURSUANT TO ITEMS 2(d) OR 2(e) [_]



6. CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7. SOLE VOTING POWER

 4,569,136

8. SHARED VOTING POWER

 3,019,454


9. SOLE DISPOSITIVE POWER

 4,569,136

10. SHARED DISPOSITIVE POWER

 3,019,454

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 7,588,590

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*



13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 11.81%

14. TYPE OF REPORTING PERSON*

 OO

CUSIP No. 339099103
 ---------------------

1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Scott Swid

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [ ]
 (b) [X]



3. SEC USE ONLY



4. SOURCE OF FUNDS*

 AF, WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 PURSUANT TO ITEMS 2(d) OR 2(e) [_]



6. CITIZENSHIP OR PLACE OF ORGANIZATION

 United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7. SOLE VOTING POWER

 4,569,136

8. SHARED VOTING POWER

 3,019,454

9. SOLE DISPOSITIVE POWER

 4,569,136

10. SHARED DISPOSITIVE POWER

 3,019,454

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 7,588,590

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*



13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 11.81%

14. TYPE OF REPORTING PERSON*

 IN

 CUSIP No. 339099103
 ---------------------

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Item 1. Security and Issuer.

 No change.

--------------------------------------------------------------------------------
Item 2. Identity and Background.

No change.

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Item 3. Source and Amount of Funds or Other Consideration.

 No change.

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Item 4. Purpose of Transaction.

 The Shares held by the Reporting Persons are being held for investment
purposes only. The acquisitions of the Shares were made in the ordinary course
of the Reporting Persons' business or investment activities, as the case may be.

 The Reporting Persons have no plan or proposal which relates to, or would
result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.

 The Reporting Persons reserve the right to purchase or sell the Shares of
the Issuer. Such purchase or sale may depend on the Issuer's operations,
prospects, business development, management, competitive and strategic matters
and capital structure, as well as general market conditions.

--------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.

 (a-c) As of the date hereof, the Reporting Persons may be deemed to be the
beneficial owner of 7,588,590 Shares or 11.81% of the Shares of the Issuer,
based upon the 64,256,522 Shares outstanding as of February 29, 2008, according
to the Issuer's most recent Form 10-Q.

 The Reporting Persons have the sole power to vote or direct the vote of
4,569,136 Shares and the shared power to vote or direct the vote of 3,019,454
Shares.

 The Reporting Persons have the sole power to dispose or direct the
disposition of 4,569,136 Shares and the shared power to dispose or direct the
disposition of 3,019,454 Shares.

 The Reporting Persons specifically disclaim beneficial ownership in the
Shares reported herein except to the extent of their pecuniary interest therein.

 The Reporting Persons have not had any transactions in the Shares in the
last 60 days.

 (d-e) Not applicable.

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
 to Securities of the Issuer.

 No change.

--------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.

 A. An agreement relating to the filing of a joint statement as required by
Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as
Exhibit A.

 SIGNATURE

 After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


May 8, 2008
-----------------------
(Date)


SLS Management, LLC

By: /s/ Steven Rohlfing
----------------------------------------
Name: Steven Rohlfing
Title: Chief Financial Officer


/s/ Scott Swid
----------------------------------------
SCOTT SWID



Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).