FLE Fleetwood Enterprises

Washington, D.C. 20549

FORM 8-A/A

(Amendment No. 2)

FOR REGISTRATION OF CERTAIN CLASSES OF

SECURITIES PURSUANT TO SECTION 12 (b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

FLEETWOOD ENTERPRISES, INC.

(Exact Name of Registrant as Specified in its Charter)

Securities Act registration statement file number to which this form relates: None

Securities to be registered pursuant to Section 12(b) of the Act:

Securities to be registered pursuant to Section 12(g) of the Act: None

Fleetwood Enterprises, Inc. (the “Company”) hereby amends its registration statement on Form 8-A filed with the Securities and Exchange Commission on October 28, 1998, and subsequently amended on January 21, 2003, as follows:

Item 1.  Description of Registrant’s Securities to be Registered.

On June 19, 2008, the Board of Directors of the Company, acting through an authorized committee of the Board, approved and adopted Amendment No. 3 to its Rights Agreement (the “Amendment”), dated as of September 15, 1998, by and between the Company and Computershare Trust Company, N.A. (f/k/a EquiServe Trust Company, N.A.,  successor rights agent to Fleet National Bank, f/k/a BankBoston, N.A.) as Rights Agent (the “Rights Agent”). The Amendment amends the Rights Agreement, dated as of September 15, 1998, previously amended as of December 31, 2002, and amended as of April 30, 2001, between the Company and the Rights Agent (as so amended, the “Rights Agreement”).

The Amendment amends the definition of “Acquiring Person” in the Rights Agreement to permit any person to be or become the beneficial owner of common stock of the Company (“Common Stock”) of up to 17 1 / 2 % of the shares of Common Stock then outstanding without becoming an Acquiring Person.

The Amendment also effects certain technical clarifications and corrections to Sections 1, 21 and adds new Section 35 providing for a force majeure provision.

The summary of the Amendment contained herein is qualified by reference in its entirety to the complete copy of the Amendment filed as Exhibit 4 hereto and incorporated herein by reference.

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Item 2.  Exhibits.

*                                          Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form 8-A filed October 28, 1998.

**                                   Incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed May 30, 2001.

***                            Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed January 20, 2003.

****                     Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed June 20, 2008.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, hereunto duly authorized.

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