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                                                                     EXHIBIT 4.5



                      DECLARATION OF TRUST

     DECLARATION OF TRUST, dated as of December 7, 2001, between Fleetwood
Enterprises, Inc., a Delaware corporation, as Sponsor (the "Sponsor"), The Bank
of New York (Delaware), a Delaware banking corporation, not in its individual
capacity but solely as Delaware Trustee (the "Delaware Trustee"), and Boyd R.
Plowman, as Regular Trustee (collectively with the Delaware Trustee, the
"Trustees"). The Sponsor and the Trustees hereby agree as follows:

     1.  The trust created hereby (the "Trust") shall be known as "Fleetwood
Capital Trust III", in which name the Trustees, or the Sponsor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

     2.  The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10.  The Trustees hereby acknowledge receipt of such amount
from the Sponsor, which amount shall constitute the initial trust estate.  The
Trustees hereby declare that they will hold the trust estate for the Sponsor. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 DEL. C.
Sections 3801 ET SEQ. (the "Business Trust Act"), and that this document
constitute the governing instrument of the Trust.  The Trustees are hereby
authorized and directed to execute and file a certificate of trust in the office
of the Secretary of State of the State of Delaware in the form attached hereto.
The Trust is hereby established by the Sponsor and the Trustees for the purposes
of (i) issuing preferred securities ("Preferred Securities") representing
undivided beneficial interests in the assets of the Trust in exchange for cash,
(ii) issuing and selling common securities (collectively with the Preferred
Securities, the "Trust Securities") representing undivided beneficial interests
in the assets of the Trust to the Sponsor in exchange for cash, (iii) owning
convertible subordinated debentures of the Sponsor, and (iv) engaging in any
other lawful business or activity that may be engaged in by a business trust
formed under the Business Trust Act.

     3.  Concurrent with the first issuance of any Trust Securities by the
Trust, the Sponsor, the Trustees and certain other parties intend to enter into
an amended and restated Declaration of Trust, satisfactory to each such party
and substantially in the form to be included as an exhibit to the 1933 Act
Registration Statement referred to below at the time such registration statement
becomes effective under the Securities Act of 1933, as amended (the "Securities
Act"), to provide for the contemplated operation of the Trust created hereby and
the issuance of the Trust Securities referred to therein.  Prior to the
execution and delivery of such amended and restated Declaration of Trust, the
Trustees shall not have any duty or obligation hereunder or with respect to the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain, prior to such execution and delivery, any licenses,
consents or approvals required by applicable law or otherwise.


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          4.   The Sponsor and the Trustees hereby authorize and direct the
Sponsor, as the sponsor of the Trust, as applicable, (i) to prepare and file
with the Securities and Exchange Commission (the "Commission") and execute, in
each case on behalf of the Trust, (a) a Registration Statement on Form S-4 (the
"1933 Act Registration Statement"), including any pre-effective or
post-effective amendments to such Registration Statement, relating to the
registration of the Preferred Securities under the Securities Act and (b), as
applicable, a Registration Statement on Form 8-A (the "1934 Act Registration
Statement") (including any pre-effective or post-effective amendments thereto)
relating to the registration of the Preferred Securities under Section 12(b) or
(g) of the Securities Exchange Act of 1934, as amended; (ii) to prepare and file
with the New York Stock Exchange and/or any other exchange and execute, in each
case on behalf of the Trust, a listing application and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on the New York
Stock Exchange and/or any other exchange; (iii) to prepare and file and execute,
in each case on behalf of the Trust, such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register the
Preferred Securities under the securities or "blue sky" laws of such
jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable; (iv) to negotiate the terms of, and execute on behalf of the Trust,
any underwriting agreements, purchase agreements or other agreements relating to
the issuance of the Preferred Securities in exchange for cash; and (v) to
negotiate the terms of, and execute on behalf of the Trust, such agreements,
documents and certificates, and to do such other acts and things as the Sponsor
may deem to be necessary or advisable in order to carry out the purpose and
intent of the Trust. It is hereby acknowledged and agreed that in connection
with any execution, filing or document referred to in clauses (i) - (iii) above,
(A) the Regular Trustee (or his or her attorneys in fact and agents or the
Sponsor as permitted herein) is authorized on behalf of the Trust to file and
execute such document on behalf of the Trust and (B) the Delaware Trustee shall
not be required to join in any such filing or execute on behalf of the Trust any
such document unless required by the rules and regulations of the Commission or
the New York Stock Exchange or any other exchange or state securities or blue
sky laws, and in such case only to the extent so required. In connection with
all of the foregoing, the Sponsor and the Regular Trustee, solely in his or her
capacity as a trustee of the Trust, hereby constitute and appoint Nelson W.
Potter and Lyle N. Larkin and each of them, his, her or its, as the case may be,
true and lawful attorneys-in-fact, and agents, with full power of substitution
and resubstitution, for the Sponsor and the Regular Trustee and in the Sponsor's
and the Regular Trustee's name, place and stead, in any and all capacities, to
sign and file (i) the 1933 Act Registration Statement and, as applicable, the
1934 Act Registration Statement and any and all amendments (including
post-effective amendments) or supplements thereto, with all exhibits thereto,
and other documents in connection therewith, and (ii), as applicable, a
registration statement and any and all amendments thereto filed pursuant to Rule
462(b) under the Securities Act with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as the Sponsor or the Regular Trustee might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, shall
do or cause to be done by virtue hereof.

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          5.   This Declaration of Trust may be executed in one or more
counterparts.

          6.   The number of Trustees initially shall be two (2) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Sponsor which may increase or decrease the
number of Trustees; provided, however, that the number of Trustees shall in no
event be less than two (2); and provided, further, however, that to the extent
required by the Business Trust Act, one Trustee shall either be a natural person
who is a resident of the State of Delaware or, if not a natural person, an
entity that has its principal place of business in the State of Delaware and
meets any other requirements imposed by applicable law. Subject to the
foregoing, the Sponsor is entitled to appoint or remove without cause any
Trustee at any time. The Regular Trustee may resign upon thirty days prior
notice to the Sponsor. The Delaware Trustee may resign immediately upon notice
to the Sponsor if the Trustee is required to join in any filing or execute on
behalf of the Trust any document pursuant to the provisions of paragraph 4
hereof and, upon giving such notice, the Delaware Trustee shall not be required
to join in any such filing or execute on behalf of the Trust any such document;
provided, further, however, that no resignation of the Delaware Trustee shall be
effective until a successor Delaware Trustee has been appointed and has accepted
such appointment by instrument executed by such successor Delaware Trustee and
delivered to the Trust, the Sponsor, the Regular Trustee and the resigning
Delaware Trustee.

          7.   To the fullest extent permitted by applicable law, the Sponsor
agrees to indemnify (i) the Trustees, (ii) any affiliate of the Trustees, and
(iii) any officers, directors, shareholders, members, partners, employees,
representatives, nominees, custodians or agents of the Trustees (each of the
persons or entities in (i) through (iii) being referred to as an "Indemnified
Person") for, and to hold each Indemnified Person harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this paragraph 7 shall survive the termination of this
Declaration of Trust.

          8.   The Trust may terminate without issuing any Preferred Securities
at the election of the Sponsor.

          9.   This Declaration of Trust shall be governed by the laws of the
State of Delaware, without regard to conflict of laws principles.


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          IN WITNESS WHEREOF, the parties hereto have caused this Declaration
of Trust to be duly executed as of the day and year first above written.


                                         FLEETWOOD ENTERPRISES, INC.,
                                         as Sponsor


                                         By:  /s/ Boyd R. Plowman
                                            ---------------------------------
                                            Name:  Boyd R. Plowman
                                            Title: Senior Vice President & CFO


                                         THE BANK OF NEW YORK (DELAWARE),
                                         as Delaware Trustee


                                         By:  /s/ Patrick Burns
                                            ---------------------------------
                                            Name:  Patrick Burns
                                            Title: Senior Vice President



                                          /s/ Boyd R. Plowman
                                         ------------------------------------
                                         Name: Boyd R. Plowman
                                         Regular Trustee


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