{TYPE}EX-1.2

{SEQUENCE}4

{FILENAME}a2058230zex-1_2.txt

{DESCRIPTION}EXHIBIT 1.2

{TEXT}

{Page}

                                                                    EXHIBIT 1.2



                          FLEETWOOD ENTERPRISES, INC.,



                           FLEETWOOD CAPITAL TRUST II



                                       and



                         BANC OF AMERICA SECURITIES LLC





                             Distribution Agreement



                          dated as of December 5, 2001



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                             DISTRIBUTION AGREEMENT



                                                              December 5, 2001



BANC OF AMERICA SECURITIES LLC

9 West 57th Street

New York, New York 10019



Ladies and Gentlemen:



           1.   INTRODUCTORY. Fleetwood Enterprises, Inc., a Delaware

corporation (the "Company") proposes to offer for sale up to $50.0 million in

aggregate liquidation amount of 9.75% Convertible Trust Preferred Securities

due February 15, 2013 (the "Additional Securities") of Fleetwood Capital

Trust II (the "Trust"). The Additional Securities will be guaranteed by a

guarantee (the "Guarantee") by the Company to the extent described in the

Prospectus (as hereinafter defined) and will be identical in all respects to

the securities (the "Exchange Securities") offered in the Company's exchange

offer as described in the Prospectus (the "Exchange Offer"). The cash offer

described above and in the Prospectus (as hereinafter defined) is herein

referred to as the "Cash Offer." In connection with the Cash Offer, the

Company will deposit in the Trust as trust assets its 9.75% Convertible

Subordinated Debentures due February 15, 2013 (the "Debentures") issued

pursuant to an Indenture (the "Indenture") between the Company and the Debt

Trustee (as defined in the Indenture) and the Trust will transfer to the

Company the Additional Securities and its common securities (the "Common

Securities"), as set forth in the Prospectus.



           2.   ENGAGEMENT AS PLACEMENT AGENT. By this Distribution Agreement

(the "Agreement"), each of the Company and the Trust hereby engages and appoints

you as the exclusive placement agent (the "Placement Agent") for the Cash Offer

and authorizes you to act as such in connection with the Cash Offer.



          (a)   Subject to the terms and conditions stated herein, the Company

hereby agrees that the Additional Securities issued in the Cash Offer will be

sold exclusively through the Placement Agent. Accordingly, the Company agrees

that it will not appoint any other agent to act on its behalf, or assist it in

the placement



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of the Additional Securities in the Cash Offer. Nothing in this Agreement

shall constitute the Placement Agent a partner or joint venturer with the

Trust, the Company or any of its subsidiaries. On the basis of the

representations and warranties and agreements of each of the Company and the

Trust contained herein and subject to and in accordance with the terms and

conditions hereof and of the Cash Offer, the Placement Agent agrees to use

its best efforts to obtain purchases for any and all of the Additional

Securities at a price of $20.0 per Additional Security.



          (b)   The Company shall not sell or approve the solicitation of offers

for the purchase of Additional Securities in excess of the amount which shall be

authorized by the Company or in excess of the aggregate offering price of the

Additional Securities registered pursuant to the Registration Statement (as

hereinafter defined).



           3.   REGISTRATION STATEMENT AND PROSPECTUS. (a) The Company and the

Trust have prepared and filed with the Securities and Exchange Commission (the

"Commission"), under the Securities Act of 1933, as amended, and the rules and

regulations of the Commission promulgated thereunder (collectively, the

"Securities Act"), a combined registration statement on Form S-4 (Reg. No.

333-62838) and Form S-3 (Reg. No. 333-62850), including a Prospectus (as

hereinafter defined), covering the registration of the Additional Securities,

the Guarantee, the Debentures, the shares of the common stock, par value $1.00

per share of the Company (the "Fleetwood Common Stock"), issuable upon

conversion of the Additional Securities and the Debentures (the "Conversion

Shares"), and the shares of Fleetwood Common Stock (the "Interest Shares" and

together with the "Conversion Shares", the "Shares") that may be issued solely

at the Company's option as payment of interest on the Debentures in accordance

with the terms of the Indenture. The term "Registration Statement," as used in

this Agreement, shall mean such registration statement, including the exhibits

thereto and any documents incorporated by reference therein, in the form in

which it becomes effective and, in the event of any amendment or supplement

thereto or the filing of any abbreviated registration statement pursuant to Rule

462(b) of the Securities Act relating thereto after the effective date of such

registration statement, shall also mean (from and after the effectiveness of

such abbreviated registration statement) such registration statement as so

amended or supplemented, together with any such abbreviated registration

statement. The final prospectus included in the Registration Statement

(including any documents incorporated in the Prospectus by reference) is herein

called the "Prospectus," except that if the final prospectus furnished to the

Placement Agent for use in connection with the Cash Offer differs from the

prospectus set forth in the Registration Statement (whether or not such

prospectus is required to be filed pursuant to Rule 424(b)), the term

"Prospectus" shall refer to the final prospectus



                                        2

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furnished to the Placement Agent for such use. The terms "supplement" and

"amendment" or "supplemented" and "amended" as used herein with respect to the

Prospectus shall include all documents deemed to be incorporated by reference in

the Prospectus that are filed subsequent to the date of the Prospectus and prior

to the termination of the Cash Offer by the Company with the Commission pursuant

to the Securities Exchange Act of 1934, as amended, and the rules and

regulations of the Commission promulgated thereunder (the "Exchange Act").



           4.   USE OF THE PROSPECTUS AND REGISTRATION STATEMENT. (a) The

Prospectus has been or will be prepared and approved by, and is the sole

responsibility of, the Company and the Trust. The Company shall, to the extent

permitted by law, use its best efforts to disseminate the Prospectus to each

registered holder of any of the outstanding 6% Convertible Preferred Securities

due February 15, 2028 (the "Existing Securities") of Fleetwood Capital Trust

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