February 10, 1997
John J. Kalec
Clayton Homes Inc.
P.O. Box 15169
623 Market Street
Knoxville, TN 37902
RE: Amended Schedule 13G
Enclosed pursuant to Rule 13d-2(b) under the Securities
Exchange Act of 1934 is a report on Schedule 13G reporting
beneficial ownership at January 31, 1997 by American Express
Company and American Express Financial Corporation in common
stock of Clayton Homes Inc.
Sincerely,
Steve Turbenson
Director - External Reports and Tax
Enclosure
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
Clayton Homes Inc.
(Name of Issuer)
Amendment #2
Common Stock
(Title of Class of Securities)
184190-10-6
(CUSIP Number)
The information required in the remainder of this cover
page (except any items to which the form provides a cross-
reference) shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other
provisions of the Act.
CUSIP NO. 184190-10-6
1) Name of Reporting Person American Express
Company
S.S. or I.R.S. Identification IRS No. 13-4922250
No. of Above Person
2) Check the Appropriate Box (a)
if a Member of a Group (b) X - Joint
Filing
3) SEC Use Only
4) Citizenship or Place of Organization New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
(5) Sole Voting Power -0-
(6) Shared Voting Power 3,259,962
(7) Sole Dispositive Power -0-
(8) Shared Dispositive Power
5,741,211
___________________________________________________________
___________
9) Aggregate Amount Beneficially
Owned by Each Reporting Person 5,741,211
10) Check if the Aggregate Amount in
Row (9) Excludes Certain Shares Not Applicable
11) Percent of Class Represented by
Amount In Row (9) 4.9%
12) Type of Reporting Person CO, HC
CUSIP NO. 184190-10-6
1) Name of Reporting Person American Express Financial
Corporation
S.S. or I.R.S. Identification IRS No. 13-3180631
No. of Above Person
2) Check the Appropriate Box (a)
if a Member of a Group (b) X - Joint
Filing
3) SEC Use Only
4) Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
(5) Sole Voting Power -0-
(6) Shared Voting Power
3,259,962
(7) Sole Dispositive Power -0-
(8) Shared Dispositive Power
5,741,211
9) Aggregate Amount Beneficially
Owned by Each Reporting Person 5,741,211
10) Check if the Aggregate Amount in
Row (9) Excludes Certain Shares Not Applicable
11) Percent of Class Represented by
Amount In Row (9) 4.9%
12) Type of Reporting Person CO, IA
1(a) Name of Issuer: Clayton Homes
Inc.
1(b) Address of Issuer's Principal P.O. Box 15169
Executive Offices: 623 Market Street
Knoxville, TN 37902
2(a) Name of Person Filing: American
Express Company
American Express Financial Corporation
2(b) Address of Principal Business
Office: American Express Company
American Express Tower
200 Vesey Street
New York, NY 10285
American Express Financial
Advisors Inc. IDS
Tower 10
Minneapolis, MN 55440
2(c) Citizenship: See Item 4 of Cover
Page
2(d) Title of Class of Securities: Common
Stock
2(e) Cusip Number: 184190-10-6
3 Information if statement is filed pursuant to Rules 13d-
1(b) or 13d-2(b):
American Express Company, one of the persons filing this
statement, is a Parent Holding Company in accordance with
Rule 13d-1(b)(ii)(G).
American Express Financial Corporation, one of the
persons filing this statement, is an Investment Advisor
registered under section 203 of the Investment Advisors
Act of 1940.
4(a) Amount Beneficially Owned as of January 31,
1997: See Item 9 of
Cover Pages
4(b) Percent of Class: See Item 11 of Cover Pages
4(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: See Item 5
of Cover Pages
(ii) Shared power to vote or direct the vote: See
Item 6 of Cover Pages
(iii) Sole power to dispose or to direct the
disposition of: See Item 7
of Cover Pages
(iv) Shared power to dispose or to direct the
disposition of: See Item 8
of Cover Pages
5 Ownership of 5% or Less of a Class:
If this statement is being filed to report the fact
as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent
of the class of securities, check the following (X).
6 Ownership of more than 5% on Behalf of Another Person:
Not Applicable
7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported
on by the Parent Holding Company:
See Exhibit I
8 Identification and Classification of Members of the Group:
Not Applicable
9 Notice of Dissolution of Group:
Not Applicable
10 Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this statement is true, complete and
correct.
American Express Financial
Corporation
Dated: January 31, 1997 By
Signature
Steve Turbenson
Director - External Reports
and Tax
Name/Title
Telephone: (612) 671-2059
Exhibit Index
Exhibit I Identification and Classification of the
Subsidiary which Acquired the Security Being Reported
on by the Parent Holding Company.
Exhibit II Statement of American Express Company
Exhibit III Statement of American Express Financial
Corporation
Exhibit I
to
Schedule 13G
One of the persons filing this statement is a parent holding
company. The relevant subsidiary, American Express Financial
Corporation, a Delaware Corporation, is registered as investment
advisor under section 203 of the Investment Advisors Act of 1940.
EXHIBIT II
to
SCHEDULE 13G
under the
Securities Exchange Act of 1934
American Express Company, American Express Tower, World
Financial Center, New York, New York disclaims beneficial
ownership of the securities referred to in the Schedule 13G to
which this exhibit is attached, and the filing of this
Schedule 13G shall not be construed as an admission that
American Express Company is, for the purpose of Section 13(d)
or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by this Schedule
13G.
Pursuant to Rule 13d-1(f) (1) and subject to the preceding
disclaimer, American Express Company affirms it is
individually eligible to use Schedule 13G and agrees that this
Schedule is filed on its behalf, and authorizes the President,
any Vice President, the comptroller, the Secretary, the
General Counsel, any Associate General Counsel or any Counsel,
each with power to act singly, of each subsidiary of American
Express Company making this filing to sign this statement on
behalf of American Express Company.
AMERICAN EXPRESS COMPANY
By:____________________________
Name: Stephen P. Norman
Title: Secretary
Exhibit III
to
Schedule 13G
Under the
Securities Exchange Act of 1934
Pursuant to Rule 13d-1(f)(1), American Express Financial
Corporation affirms that it is individually eligible to use
Schedule 13G and agrees that this Schedule is filed in its
behalf.
American Express Financial
Corporation
By:
Steve Turbenson
Director - External Reports
and Tax
