<PAGE>
As filed with the Securities and Exchange Commission on May 22, 2000
                                                    Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            -------------------------
                           FLEETWOOD ENTERPRISES, INC.
             (Exact name of Registrant as Specified in Its Charter)

              DELAWARE                                        95-1948322
   (State or Other Jurisdiction of                         (I.R.S. Employer
   Incorporation or Organization)                         Identification No.)

                            -------------------------

                                3125 MYERS STREET
                           RIVERSIDE, CALIFORNIA 92503
                                 (909) 351-3500
               (Address, including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                            -------------------------

                           FLEETWOOD ENTERPRISES, INC.
        AMENDED AND RESTATED 1992 STOCK-BASED INCENTIVE COMPENSATION PLAN
                                       AND
                  1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full Title of Plans)

                            -------------------------

                              WILLIAM H. LEAR, ESQ.
               SENIOR VICE PRESIDENT-GENERAL COUNSEL AND SECRETARY
                           FLEETWOOD ENTERPRISES, INC.
                                3125 MYERS STREET
                           RIVERSIDE, CALIFORNIA 92503
                                 (909) 351-3500
            (Name, Address, including Zip Code, and Telephone Number,
                   including Area Code, of Agent for Service)


                                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
                                                                  PROPOSED           PROPOSED
                                                                  MAXIMUM             MAXIMUM
                                              AMOUNT              OFFERING           AGGREGATE         AMOUNT OF
          TITLE OF SECURITIES                  TO BE             PRICE PER           OFFERING         REGISTRATION
           TO BE REGISTERED                REGISTERED(1)          SHARE(2)           PRICE(2)             FEE
---------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                    <C>             <C>                  <C>
             Common stock,                 2,100,000 (3)          $14.9375        $31,368,750.00       $8,281.35
       par value $1.00 per share
=====================================================================================================================
</TABLE>

     (1) Each share of Fleetwood common stock includes a right to purchase one
one-hundredth of a shares of Fleetwood's Series A Junior Participating Preferred
Stock. Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers shares issued pursuant to antidilution
provisions set forth in the Amended and Restated 1992 Stock-Based Incentive
Compensation Plan and the 1992 Non-Employee Director Stock Option Plan. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the plans.

     (2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based upon the average
of the high and low sale prices of Fleetwood common stock on the New York Stock
Exchange on May 18, 1999.

     (3) Represents a 2,000,000 share increase in the number of shares
authorized for issuance under the Amended and Restated 1992 Stock-Based
Incentive Compensation Plan and a 100,000 share increase in the number of shares
authorized for issuance under the 1992 Non-Employee Director Stock Option Plan.

================================================================================



<PAGE>

                                  INTRODUCTION

         We are filing this Registration Statement on Form S-8 to register an
additional 2,000,000 shares of our common stock that we may issue under our
Amended and Restated 1992 Stock-Based Incentive Compensation Plan and an
additional 100,000 shares of our common stock that we may issue under our 1992
Non-Employee Director Stock Option Plan. We have included in this Registration
Statement only those items required by General Instruction E to Form S-8.

         In this Registration Statement, "Fleetwood," "we," "us," and "our"
refer to Fleetwood Enterprises, Inc., a Delaware corporation.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In accordance with the instructions to Form S-8, we are not including
Part I (Information Required in the Section 10(a) Prospectus) as part of this
Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         In accordance with General Instruction E to Form S-8, we are
incorporating by reference the contents of our Registration Statement on Form
S-8 (Registration No. 333-15167) and Registration Statement on Form S-8
(Registration Statement No. 33-55824). We previously filed the Registration
Statements with the Securities and Exchange Commission on November 1, 1996 and
December 16, 1992, respectively.


ITEM 8.  EXHIBITS.

         In accordance with General Instruction E, we have provided only the
opinions and consents required by Item 8. The opinions and consents are as
follows:

EXHIBIT NO.        DESCRIPTION
-----------        -----------
   5.1             Opinion of William H. Lear as to the legality of the
                   additional securities being registered.

   23.1            Consent of Arthur Andersen LLP, independent auditors.

   23.2            Consent of William H. Lear (contained in Exhibit 5.1 hereto).

   24.1            Power of Attorney (contained on signature page hereto).



                                       2
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Securities Act of 1933,
Fleetwood Enterprises, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Riverside, State of California, on May
22, 2000.

                                        FLEETWOOD ENTERPRISES, INC.


                                        By:   /s/ William H. Lear
                                              ---------------------------------
                                              William H. Lear
                                              Senior Vice President--General
                                              Counsel and Secretary


                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
WILLIAM H. LEAR and PAUL M. BINGHAM his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, with full powers and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming that all said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date indicated.

<TABLE>
<CAPTION>
       SIGNATURE                                        TITLE                                 DATE
       ---------                                        -----                                 ----
<S>                                  <C>                                                  <C>
/s/ Glenn F. Kummer                  Chairman of the Board of Directors and               May 22, 2000
----------------------------                 Chief Executive Officer
Glenn F. Kummer                          (Principal Executive Officer)



/s/ Paul M. Bingham                       Senior Vice President, Finance                  May 22, 2000
----------------------------        (Principal Financial and Accounting Officer)
    Paul M. Bingham

/s/ Walter A. Beran                                  Director                             May 22, 2000
----------------------------
    Walter A. Beran

/s/ David S. Engelman                                Director                             May 22, 2000
----------------------------
    David S. Engelman

/s/ Paul D. Borghesani                               Director                             May 22, 2000
----------------------------
    Paul D. Borghesani

/s/ Thomas B. Pitcher                                Director                             May 22, 2000
----------------------------
    Thomas B. Pitcher

/s/ Nelson W. Potter                                 Director                             May 22, 2000
----------------------------
    Nelson W. Potter
</TABLE>


                                       3
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT NO.        DESCRIPTION
-----------        -----------
   5.1             Opinion of William H. Lear as to the legality of the
                   additional securities being registered.

   23.1            Consent of Arthur Andersen LLP, independent auditors.

   23.2            Consent of William H. Lear (contained in Exhibit 5.1 hereto).

   24.1            Power of Attorney (contained on signature page hereto).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 11021}]
{"company-data": {"conformed-name": "FLEETWOOD ENTERPRISES INC/DE/", "cik": "0000314132", "assigned-sic": "2451", "irs-number": "951948322", "state-of-incorporation": "DE", "fiscal-year-end": "0425"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37544", "film-number": "641077"}, "business-address": {"street1": "3125 MYERS ST", "street2": "P O BOX 7638", "city": "RIVERSIDE", "state": "CA", "zip": "92523", "phone": "9093513500"}}
As filed with the Securities and Exchange Commission on May 22, 2000
                                                    Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            -------------------------
                           FLEETWOOD ENTERPRISES, INC.
             (Exact name of Registrant as Specified in Its Charter)

              DELAWARE                                        95-1948322
   (State or Other Jurisdiction of                         (I.R.S. Employer
   Incorporation or Organization)                         Identification No.)

                            -------------------------

                                3125 MYERS STREET
                           RIVERSIDE, CALIFORNIA 92503
                                 (909) 351-3500
               (Address, including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                            -------------------------

                           FLEETWOOD ENTERPRISES, INC.
        AMENDED AND RESTATED 1992 STOCK-BASED INCENTIVE COMPENSATION PLAN
                                       AND
                  1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full Title of Plans)

                            -------------------------

                              WILLIAM H. LEAR, ESQ.
               SENIOR VICE PRESIDENT-GENERAL COUNSEL AND SECRETARY
                           FLEETWOOD ENTERPRISES, INC.
                                3125 MYERS STREET
                           RIVERSIDE, CALIFORNIA 92503
                                 (909) 351-3500
            (Name, Address, including Zip Code, and Telephone Number,
                   including Area Code, of Agent for Service)

                                           CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                                  PROPOSED           PROPOSED
                                                                  MAXIMUM             MAXIMUM
                                              AMOUNT              OFFERING           AGGREGATE         AMOUNT OF
          TITLE OF SECURITIES                  TO BE             PRICE PER           OFFERING         REGISTRATION
           TO BE REGISTERED                REGISTERED(1)          SHARE(2)           PRICE(2)             FEE
---------------------------------------------------------------------------------------------------------------------
Common stock,                 2,100,000 (3)          $14.9375        $31,368,750.00       $8,281.35
       par value $1.00 per share
=====================================================================================================================
(1) Each share of Fleetwood common stock includes a right to purchase one
one-hundredth of a shares of Fleetwood's Series A Junior Participating Preferred
Stock. Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers shares issued pursuant to antidilution
provisions set forth in the Amended and Restated 1992 Stock-Based Incentive
Compensation Plan and the 1992 Non-Employee Director Stock Option Plan. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the plans.

     (2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based upon the average
of the high and low sale prices of Fleetwood common stock on the New York Stock
Exchange on May 18, 1999.

     (3) Represents a 2,000,000 share increase in the number of shares
authorized for issuance under the Amended and Restated 1992 Stock-Based
Incentive Compensation Plan and a 100,000 share increase in the number of shares
authorized for issuance under the 1992 Non-Employee Director Stock Option Plan.

================================================================================
INTRODUCTION

         We are filing this Registration Statement on Form S-8 to register an
additional 2,000,000 shares of our common stock that we may issue under our
Amended and Restated 1992 Stock-Based Incentive Compensation Plan and an
additional 100,000 shares of our common stock that we may issue under our 1992
Non-Employee Director Stock Option Plan. We have included in this Registration
Statement only those items required by General Instruction E to Form S-8.

         In this Registration Statement, "Fleetwood," "we," "us," and "our"
refer to Fleetwood Enterprises, Inc., a Delaware corporation.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In accordance with the instructions to Form S-8, we are not including
Part I (Information Required in the Section 10(a) Prospectus) as part of this
Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         In accordance with General Instruction E to Form S-8, we are
incorporating by reference the contents of our Registration Statement on Form
S-8 (Registration No. 333-15167) and Registration Statement on Form S-8
(Registration Statement No. 33-55824). We previously filed the Registration
Statements with the Securities and Exchange Commission on November 1, 1996 and
December 16, 1992, respectively.

ITEM 8.  EXHIBITS.

         In accordance with General Instruction E, we have provided only the
opinions and consents required by Item 8. The opinions and consents are as
follows:

EXHIBIT NO.        DESCRIPTION
-----------        -----------
   5.1             Opinion of William H. Lear as to the legality of the
                   additional securities being registered.

   23.1            Consent of Arthur Andersen LLP, independent auditors.

   23.2            Consent of William H. Lear (contained in Exhibit 5.1 hereto).

   24.1            Power of Attorney (contained on signature page hereto).

                                       2
SIGNATURES

         In accordance with the requirements of the Securities Act of 1933,
Fleetwood Enterprises, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Riverside, State of California, on May
22, 2000.

                                        FLEETWOOD ENTERPRISES, INC.

                                        By:   /s/ William H. Lear
                                              ---------------------------------
                                              William H. Lear
                                              Senior Vice President--General
                                              Counsel and Secretary

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
WILLIAM H. LEAR and PAUL M. BINGHAM his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, with full powers and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming that all said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date indicated.
SIGNATURE                                        TITLE                                 DATE
       ---------                                        -----                                 ----
/s/ Glenn F. Kummer                  Chairman of the Board of Directors and               May 22, 2000
----------------------------                 Chief Executive Officer
Glenn F. Kummer                          (Principal Executive Officer)

/s/ Paul M. Bingham                       Senior Vice President, Finance                  May 22, 2000
----------------------------        (Principal Financial and Accounting Officer)
    Paul M. Bingham

/s/ Walter A. Beran                                  Director                             May 22, 2000
----------------------------
    Walter A. Beran

/s/ David S. Engelman                                Director                             May 22, 2000
----------------------------
    David S. Engelman

/s/ Paul D. Borghesani                               Director                             May 22, 2000
----------------------------
    Paul D. Borghesani

/s/ Thomas B. Pitcher                                Director                             May 22, 2000
----------------------------
    Thomas B. Pitcher

/s/ Nelson W. Potter                                 Director                             May 22, 2000
----------------------------
    Nelson W. Potter
3
EXHIBIT INDEX

EXHIBIT NO.        DESCRIPTION
-----------        -----------
   5.1             Opinion of William H. Lear as to the legality of the
                   additional securities being registered.

   23.1            Consent of Arthur Andersen LLP, independent auditors.

   23.2            Consent of William H. Lear (contained in Exhibit 5.1 hereto).

   24.1            Power of Attorney (contained on signature page hereto).