SEC No-Action Letter to Fleetwood, April 24, 2002

April 24, 2002

Response of the Office of Chief Counsel
Division of Corporation Finance

Re: Fleetwood Enterprises, Inc.
Incoming letter dated March 22, 2002

The proposal requests that Fleetwood select its independent auditor annually by shareowner vote.

There appears to be some basis for your view that Fleetwood may exclude the proposal under rule 14a-8(i)(7), as relating to ordinary business matters (i.e., the method of selecting independent auditors). Accordingly, we will not recommend enforcement action to the Commission if Fleetwood omits the proposal from its proxy materials in reliance on rule 14a-8(i)(7). In reaching this position, we have not found it necessary to address the alternative bases for omission upon which Fleetwood relies.



Keir D. Gumbs
Special Counsel