CLAYTON HOMES INC
10-Q, 2000-11-13
MOBILE HOMES
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<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549
                                    FORM 10-Q

[X] QUARTERLY  REPORT  PURSUANT  TO  SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE  ACT  OF  1934

FOR  THE  QUARTERLY  PERIOD  ENDED   September  30,  2000
                                   -----------------------

COMMISSION  FILE  NUMBER   1-8824
                        ---------

                         CLAYTON  HOMES,  INC.
---------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Delaware                                  62-1671360
----------------------------------       ----------------------------------
(State  or  other  jurisdiction  of      (I.R.S.  Employer  Identification
 incorporation  or  organization)         Number)

5000  Clayton  Road
Maryville,  Tennessee                                37804
----------------------------------       ----------------------------------
(Address of principal executive offices) (zip  code)

865-380-3000
----------------------------------
(Registrant's  telephone  number,  including  area  code)

    Indicate  by  check  mark  whether  the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was  required to file such reports) and (2) has been subject to such
filing  requirements  for  the  past  90  days.    Yes [X]  No [ ].

    Indicate the number of shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest  practicable  date.

    Shares  of  common  stock  $.10 par value, outstanding on September 30, 2000
-137,540,170.

                                        1
<PAGE>

<TABLE>
<CAPTION>

                             CLAYTON HOMES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
               (Unaudited - in thousands except per share data)

                                                    Three Months Ended
                                                       September 30,

                                                      2000           1999
                                                ---------------  -----------
<S>                                           <C>              <C>
REVENUES
  Net sales                                      $      229,908   $  265,740
  Financial services                                     53,227       54,348
  Rental and other income                                17,672       17,209
                                                ---------------  -----------
    Total revenues                                      300,807      337,297
                                                ---------------  -----------
COSTS AND EXPENSES
  Cost of sales                                         153,631      178,483
  Selling, general and administrative                    94,361       98,248
  Financial services interest                               207          289
  Provision for credit losses                             7,200        4,000
                                                ---------------  -----------
    Total expenses                                      255,399      281,020
                                                ---------------  -----------
OPERATING INCOME                                         45,408       56,277
Interest income (expense), net/other                        574          147
                                                ---------------  -----------
Income before income taxes                               45,982       56,424
Provision for income taxes                               17,000       20,900
                                                ---------------  -----------
  Net income                                     $       28,982   $   35,524
                                                ===============  ===========
NET INCOME PER COMMON SHARE
  Basic                                          $         0.21   $     0.25
  Diluted                                                  0.21         0.25
DIVIDENDS PAID PER COMMON SHARE                  $        0.016   $    0.016
AVERAGE SHARES OUTSTANDING
  Basic                                                 137,519      141,040
  Diluted                                               137,838      141,413


                  CONDENSED CONSOLIDATED BALANCE SHEETS
                              (in thousands)
                                                  (unaudited)     (audited)
                                                 September 30,     June 30,
                                                     2000            2000
                                                ---------------  -----------
ASSETS
  Cash and cash equivalents                      $       32,019   $   43,912
  Trade receivables                                      14,560       21,796
  Other receivables, net                                537,300      500,942
  Residual interests in installment
     contract receivables                               153,144      150,329
  Inventories                                           209,877      222,431
  Property, plant and equipment, net                    309,535      305,479
  Other assets                                          245,998      261,489
                                                ---------------  -----------
    Total assets                                 $    1,502,433   $1,506,378
                                                ===============  ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
  Accounts payable and accrued liabilities       $      112,515   $  122,760
  Debt obligations                                       98,423       99,216
  Other liabilities                                     227,500      248,027
                                                ---------------  -----------
    Total liabilities                                   438,438      470,003
SHAREHOLDERS' EQUITY
  Accumulated other comprehensive income (loss)              (1)        (681)
  Other shareholders' equity                          1,063,996    1,037,056
                                                ---------------  -----------
    Total shareholders' equity                        1,063,995    1,036,375
                                                ---------------  -----------
    Total liabilities and shareholders' equity   $    1,502,433   $1,506,378
                                                ===============  ===========
(See accompanying notes to the condensed consolidated financial statements)
</TABLE>

                                        2
<PAGE>

                               CLAYTON HOMES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited - in thousands)

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                      September 30,

                                                                     2000        1999
                                                                  ----------  ----------
<S>                                                                <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                         $  28,982   $  35,524
Adjustments to reconcile net income to net cash provided
  by (used in) operating activities:
    Depreciation and amortization                                      5,569       4,990
    Amortization of installment contract receivables,
      net of gain on sale                                              5,058        (311)
    Provision for credit losses                                        7,200       4,000
    Deferred income taxes                                             (3,310)     (4,710)
    Decrease in other receivables, net                                 5,013      23,301
    Decrease in inventories                                           12,554       3,997
    Decrease in accounts payable, accrued liabilities,
      and other                                                      (21,698)    (32,353)
                                                                  ----------  ----------
      Cash provided by operations                                     39,368      34,438
    Origination of installment contract receivables                 (201,226)   (264,435)
    Proceeds from sales of originated installment
      contract receivables                                           245,511     197,925
    Principal collected on originated installment
      contract receivables                                             8,854      11,161
                                                                  ----------  ----------
      Net cash provided by (used in) operating activities             92,507     (20,911)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of installment contract receivables                     (127,251)    (32,388)
Proceeds from sales of acquired installment
  contract receivables                                                19,010      77,191
Principal collected on acquired installment
  contract receivables                                                 5,894       6,161
Acquisition of property, plant and equipment                          (9,625)     (9,426)
Decrease in restricted cash                                           10,407      10,454
                                                                  ----------  ----------
    Net cash provided by (used in) investing activities             (101,565)     51,992

CASH FLOWS FROM FINANCING ACTIVITIES
Dividends                                                             (2,368)     (2,351)
Repayment of long-term debt                                             (793)       (822)
Issuance of stock for incentive plans and other                          808         947
Repurchase of common stock                                              (482)    (26,622)
                                                                  ----------  ----------
    Net cash used in financing activities                             (2,835)    (28,848)
                                                                  ----------  ----------

Net increase (decrease) in cash and cash equivalents                 (11,893)      2,233
Cash and cash equivalents at beginning of period                      43,912       2,680
                                                                  ----------  ----------
Cash and cash equivalents at end of period                         $  32,019   $   4,913
                                                                  ==========  ==========


(See accompanying notes to the condensed consolidated financial statements)
</TABLE>

                                        3
<PAGE>

                               CLAYTON HOMES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.     The  condensed  consolidated  financial statements of Clayton Homes, Inc.
and  its wholly and majority owned subsidiaries (the Company) have been prepared
by  the  Company,  without  audit,  pursuant to the rules and regulations of the
Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  generally  accepted accounting principles have been omitted. The condensed
consolidated  financial  statements  should  be  read  in  conjunction  with the
financial  statements  and notes thereto included in the Company's Annual Report
to  Shareholders  for  the  year  ended  June  30,  2000.

The  information  furnished  reflects  all adjustments which are necessary for a
fair  presentation of the Company's financial position as of September 30, 2000,
the  results  of  its  operations and its cash flows for the three month periods
ended  September  30,  2000  and  1999.  All  such  adjustments  are of a normal
recurring  nature.

In  the  first  quarter  of  2001,  the  Company  adopted Statement of Financial
Accounting  Standards  (SFAS) No. 133, Accounting for Derivative Instruments and
Hedging  Activities,  which was subsequently amended by SFAS No. 138, Accounting
for Certain Derivative Instruments and Certain Hedging Activities.  SFAS No. 133
establishes  accounting  and  reporting  standards  for  derivative  instruments
embedded  in  other  contracts and for hedging activities. Such adoption did not
have  a  material  impact  on  the  Company's  reported  results  of operations,
financial  position  or  cash  flows.

The  Company  also  adopted  the  Financial  Accounting Standards Board's (FASB)
Emerging  Issues  Task Force (EITF) Issue No. 00-10, Accounting for Shipping and
Handling  Revenues  and  Costs, in the first quarter of 2001.  Such adoption did
not  have  a  material  impact  on the Company's reported results of operations,
financial  position  or  cash  flows.

2.     The  results  of operations for the three months ended September 30, 2000
and  1999  are  not necessarily indicative of the results to be expected for the
respective  full  years.

3.     Certain  reclassifications  have  been  made  to  the 1999 financial
statements to conform to the 2000 presentation.

4.     The Company has $75 million of 6.25% Senior Notes due December 30, 2003,
which  are primarily to facilitate the purchase, origination and warehousing of
loan portfolios.  The Senior Notes are guaranteed by all significant
subsidiaries of the Company and are governed by various financial covenants
which require maintenance  of  certain  financial  ratios.

A  committed one-year $300 million commercial paper conduit facility is utilized
to  facilitate the sale of manufactured housing contracts.  The facility was not
utilized  as  of  September  30,  2000.

5.     Reconciling items in excess of bank balances have been reclassified to
Accounts payable and accrued liabilities.

                                        4
<PAGE>

                                 CLAYTON HOMES, INC.
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

6.     The following reconciliation details the numerators and denominators used
to  calculate  basic  and diluted earnings per share for the respective periods:

<TABLE>
<CAPTION>

                                            Three Months Ended
                                               September 30,
(in thousands except per share data)           2000      1999
                                             --------  --------
<S>                                         <C>             <C>
Net income                                   $ 28,982  $ 35,524
Average shares outstanding
  Basic                                       137,519   141,040
  Add: common stock equivalents (1)               319       373
                                             --------  --------
  Diluted                                     137,838   141,413
Net income per common share
  Basic                                      $   0.21  $   0.25
  Diluted                                    $   0.21  $   0.25

(1)  Common stock equivalents are principally stock options.
</TABLE>

7.     The  reserves  for  credit losses and contingent liabilities at September
30,  2000,  and  June  30, 2000, were $36,231,000 and $35,725,000, respectively.

8.     In  December  1999,  the  Securities and Exchange Commission (SEC) issued
Staff  Accounting  Bulletin  (SAB)  No.  101,  Revenue  Recognition in Financial
Statements.  It  summarizes  the  SEC's  views  in  applying  generally accepted
accounting  principles to selected revenue recognition issues.  An amendment was
issued  in  June  2000,  which delays the implementation until no later than the
fourth  quarter  of fiscal years beginning after December 15, 1999.  The Company
believes  that  its practices already comply with the provisions of SAB No. 101,
and  its  adoption  is  not  expected to have a material impact on the Company's
reported  results  of  operations,  financial  position  or  cash  flows.

In  September  2000,  the  Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial  Accounting  Standards  (SFAS)  No. 140, Accounting for
Transfers  and Servicing of Financial Assets and Extinguishments of Liabilities,
which  replaced SFAS No. 125.  SFAS No. 140 revises the standards for accounting
for  securitizations  and other transfers of financial assets and collateral and
requires  certain  disclosures.  This  statement  is  effective for fiscal years
ending  after  December  15,  2000.   Such adoption is not expected to have a
material  impact  on  the  Company's  reported  results of operations, financial
position  or  cash  flows.


                                        5
<PAGE>

                                 CLAYTON HOMES, INC.
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

9.     The  Company  operates  primarily  in  four  business  segments:  Retail,
Manufacturing,  Financial  Services  and  Communities.  The  following  table
summarizes  information  with respect to the Company's business segments for the
three  month  periods  ended  September  30,  2000  and  1999:

<TABLE>
<CAPTION>

                                               Three Months Ended
                                                  September 30,
(in thousands)                              2000                1999
                                         ----------         ----------
<S>                                  <C>                   <C>
REVENUES
  Retail                                 $  173,245         $  192,994
  Manufacturing                             131,634            159,250
  Financial Services                         42,812             44,943
  Communities                                22,600             21,511
  Intersegment sales                        (69,484)           (81,401)
                                         ----------         ----------
      Total revenues                     $  300,807         $  337,297
                                         ==========         ==========

INCOME FROM OPERATIONS
  Retail                                 $    8,167         $   15,409
  Manufacturing                              11,307             15,371
  Financial Services                         23,883             25,194
  Communities                                 3,454              3,268
  Eliminations/Other                         (1,403)            (2,965)
                                         ----------         ----------
      Total income from operations       $   45,408         $   56,277
                                         ==========         ==========

CAPITAL EXPENDITURES
  Retail                                 $    2,168         $    3,009
  Manufacturing                               1,326              3,318
  Financial Services                             93                105
  Communities                                 6,394              2,943
  Eliminations/Other                           (356)                51
                                         ----------         ----------
      Total capital expenditures         $    9,625         $    9,426
                                         ==========         ==========

                                     As of September 30,   As of June 30,
                                            2000               2000
                                         ----------         ----------
IDENTIFIABLE ASSETS
  Retail                                 $  269,644         $  287,705
  Manufacturing                              91,233            100,112
  Financial Services                        908,181            902,913
  Communities                               190,392            185,784
  Eliminations/Other                         42,983             29,864
                                         ----------         ----------
      Total identifiable assets          $1,502,433         $1,506,378
                                         ==========         ==========

</TABLE>

                                        6
<PAGE>

PART  I  --  FINANCIAL  INFORMATION

ITEM  1.     Financial  Statements.
             ----------------------

             See  pages  2  through  6.

ITEM  2.     Management's  Discussion  and  Analysis  of Financial Condition and
             -------------------------------------------------------------------
             Results of Operations.
             ----------------------

THREE MONTHS ENDED SEPTEMBER 30, 2000:

The  following  table  reflects  the  percentage changes in retail sales for the
Company's  retail and community sales centers and wholesale sales to independent
retailers.  It  also  reflects  percentage  changes  in  the  average  number of
Company-owned retail centers, communities and independent retailers, the average
sales  per  location,  and  the  average  price  per home sold in each category.

<TABLE>
<CAPTION>
                                  First Three Months
                                Fiscal Year 2001 vs 2000
                                ------------------------
<S>                                    <C>
Retail
   Dollar sales                             -11.2%
   Number of retail centers                 + 3.2%
   Dollar sales per retail center           -14.0%
   Price of home                            - 2.4%
Wholesale
   Dollar sales                             -20.5%
   Number of independent retailers          + 3.5%
   Dollar sales per independent retailer    -23.1%
   Price of home                            + 2.8%
Communities
   Dollar sales                             + 0.5%
   Number of communities                    + 1.3%
   Dollar sales per community               - 0.8%
   Price of home                            - 0.8%

</TABLE>

Total  revenues  for  the three months ended September 30, 2000, declined 11% to
$301 million, which consisted of a 13% decrease in manufactured housing sales to
$230  million, a 2% reduction in financial services income to $53 million  and a
3%  increase  in  rental  and  other  income  to  $18  million.

Current  conditions  in the manufactured housing industry are highly competitive
at  both the retail and wholesale levels.  Presently, the industry is faced with
over-capacity  in  manufacturing  and too many retail centers.  This competitive
environment, as well as rising interest rates and general credit tightening, has
contributed  to  decreased  industry  and  Company  sales.

The  Retail group experienced a reduction of net sales of 11% to $158 million as
the  average  home  price  decreased  2%  and  the number of Company-owned sales
centers  increased  3%.   Reflecting  the

                                        7
<PAGE>

competitive  industry  environment,  as well as increased repossessed home sales
and  higher  interest  rates,  the average number of homes sold per sales center
declined  12%.  In addition, net sales of the Manufacturing group to independent
retailers  decreased  20% to $62 million, and the number of homes sold decreased
23%  to  2,645.   However, the Communities group net sales increased slightly to
$10  million  as  1%  more homes were sold, while the average home selling price
decreased  1%.

Within  the  Financial  Services  segment,  interest and loan servicing revenues
increased  $4  million,  and insurance related revenues rose $2 million.  Rental
and  other  income  increased  3%  on  a  9%  rise in Communities rental income.

Loans  sold  through  asset-backed  securities totaled $265 million, compared to
$356  million  during  the  same  period last year.  Financial services interest
expense  decreased  28%  to  $.2  million.  Debt  collateralized  by installment
contract  receivables  dropped 29% to an average of $8 million, and the weighted
average  interest  rate  increased to 10.6% from 10.4%.

Gross profit margins increased to 33.2% from 32.8%.  This increase was partially
attributable  to  a  higher  percentage  of retail sales in the total sales mix.
Selling,  general  and  administrative  expenses,  as  a  percent  of  revenues,
increased  to  31.4%  from  29.1%  in  the prior year period.  This increase was
primarily  due  to  a  decline in overall sales volume in addition to growth  of
Company-owned  sales  centers  with  a  decrease  in sales, and reduced capacity
utilization in manufacturing.  Additional set up costs associated with the shift
in mix toward larger homes was also a factor.  The increase in the provision for
credit  losses  was  primarily  due  to  the  additional  number of contracts in
repossession  from  the  same  period  last  year.

The  following  table  represents  delinquent  installment  sales contracts as a
percentage  of the total number of installment sales contracts which the Company
services  and either owns or for which it is contingently liable.  A contract is
considered  delinquent  if  any  payment  is  more  than  one  month  past  due.

<TABLE>
<CAPTION>
                                                   September 30,
                                                   2000     1999
                                                  -----    -----
<S>                                              <C>      <C>
Total delinquency as a percentage
  of contracts outstanding:
    All contracts                                 3.30%    2.53%
    Contracts originated by VMF                   2.71%    2.13%
    Contracts acquired from other institutions    6.09%    4.61%
</TABLE>

                                        8
<PAGE>

The  following  table  sets  forth information related to loan loss/repossession
experience  for  all  installment  contract receivables which the Company either
owns  or  for  which  it  is  contingently  liable.

<TABLE>
<CAPTION>
                                             Three Months Ended
                                                September 30,
                                                 2000    1999
                                                ------  ------
<S>                                            <C>     <C>
Net losses as a percentage of average
  loans outstanding (annualized):
    All contracts                                 1.5%    1.4%
    Contracts originated by VMF                   1.5%    1.2%
    Contracts acquired from other institutions    1.4%    3.2%

Number of contracts in repossession:
    All contracts                                2,557   1,977
    Contracts originated by VMF                  2,083   1,567
    Contracts acquired from other institutions     474     410

Total number of contacts in repossession
  as a percentage of total contracts              1.9%    1.6%
</TABLE>

The  overall  decrease  in  inventories  as of September 30, 2000, from June 30,
2000,  is  explained  as  follows:

<TABLE>
<CAPTION>

($  in  millions)


Manufacturing                            Increase (decrease)
-------------                            -------------------
<S>                                      <C>
  Finished goods                                $ 8.4
  Raw materials                                  (9.0)

Retail
------
  Decrease in inventory levels  at 318
    Company-owned retail centers open at
    June 30, 2000                               (11.6)

Communities
-----------
  Decrease in inventory levels at 76
    Communities open at June 30, 2000            (0.6)
  Inventory to stock one new Community            0.2
                                         -------------------
                                               $(12.6)
                                         -------------------
</TABLE>

On September 30, 2000, the order backlog for the Manufacturing group (consisting
of  Company-owned  and independent retailer orders) decreased to $18 million, as
compared  to  $33  million  for  the  same  period  last  year.

                                        9
<PAGE>

Liquidity  and  Capital  Resources
----------------------------------

Cash  at  September 30, 2000, was $32 million as compared to $44 million at June
30, 2000.  The Company anticipates meeting cash requirements with cash flow from
operations,  revolving credit lines, a commercial paper conduit facility, senior
notes,  and sales of installment contract and mortgage loan receivables and GNMA
certificates.

The  Company's  debt  to capital ratio was 8% at September 30, 2000. The Company
had  long-term  debt outstanding of $98 million and $99 million at September 30,
2000  and  June  30,  2000, respectively.  Short-term debt available consists of
$186 million committed and $67 million uncommitted lines of credit.  These lines
of  credit  do  not  require  collateral  and  are  priced  on LIBOR rates.  The
committed  credit  lines  are  guaranteed by all significant subsidiaries of the
Company  and  are  governed  by  various  financial  covenants  which  require
maintenance  of  certain  financial  ratios.

The  Company  has $75 million of 6.25% Senior Notes due December 30, 2003, which
are  primarily  to  facilitate the purchase, origination and warehousing of loan
portfolios.  The  Senior Notes are guaranteed by all significant subsidiaries of
the  Company  and  are  governed  by  various  financial covenants which require
maintenance  of  certain  financial  ratios.

A committed one year $300 million commercial paper conduit facility is available
to  facilitate the sale of manufactured housing contracts.  The facility was not
utilized  at  September  30, 2000.  The Company owns its inventory; therefore no
floorplanning  arrangements  are  necessary.

New  Accounting  Pronouncements
-------------------------------

In  December  1999,  the  Securities  and Exchange Commission (SEC) issued Staff
Accounting  Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements.
It  summarizes  the  SEC's  views  in  applying  generally  accepted  accounting
principles  to  selected revenue recognition issues.  An amendment was issued in
June  2000,  which  delays  the  implementation  until  no later than the fourth
quarter of fiscal years beginning after December 15, 1999.  The Company believes
that  its  practices  already comply with the provisions of SAB No. 101, and its
adoption  is  not  expected  to have a material impact on the Company's reported
results  of  operations,  financial  position  or  cash  flows.

In  September  2000,  the  Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial  Accounting  Standards  (SFAS)  No. 140, Accounting for
Transfers  and Servicing of Financial Assets and Extinguishments of Liabilities,
which  replaced SFAS No. 125.  SFAS No. 140 revises the standards for accounting
for  securitizations  and other transfers of financial assets and collateral and
requires  certain  disclosures.  This  statement  is  effective for fiscal years
ending  after  December  15,  2000.  Such  adoption is not expected to have a
material  impact  on  the  Company's  reported  results of operations, financial
position  or  cash  flows.


Forward  Looking  Statements
----------------------------

Certain  statements  in  this quarterly report are forward looking as defined in
the  Private Securities Litigation Reform Law.  These statements involve certain
risks  and uncertainties that may cause actual results to differ materially from
expectations  as  of the date of this report.  These risks fall generally within
three broad categories consisting of industry factors, management expertise, and
government  policy  and  economic  conditions.  Industry  factors  include  such
matters  as  potential  periodic  inventory

                                        10
<PAGE>

adjustments by both captive and independent retailers, availability of wholesale
and retail financing, general or seasonal weather conditions affecting sales and
revenues, catastrophic events impacting insurance reserves, cost of labor and/or
raw  materials  and  industry consolidation trends creating fewer, but stronger,
competitors  capable  of  sustaining  competitive  pricing  pressures.

Management  expertise  is affected by management's overall ability to anticipate
and  meet consumer preferences, maintain successful marketing programs, continue
quality  manufacturing  output,  keep  a  strong  cost management oversight, and
project  stable gain on sale accounting assumptions.  Lastly, management has the
least  control over government policy and economic conditions such as prevailing
interest  rates,  capital  market  liquidity, government monetary policy, stable
regulation  of  manufacturing  standards,  consumer  confidence, favorable trade
policies,  and  general  prevailing  economic  and  employment  conditions.


                                       11
<PAGE>

PART  II -- OTHER  INFORMATION

ITEM  1  -  There were no reportable events for Items 1 through 5.

ITEM  6  -  Exhibits  and  Reports  for  Form  8-K.
            ---------------------------------------

(a)     27.  Financial  Data  Schedule  (SEC  use  only)

(b)          Reports on  Form  8-K.
             Clayton Homes, Inc./Vanderbilt Mortgage & Finance, Inc. Senior
             Subordinate Pass-Through Certificates Series 2000C.  Filed
             August 15, 2000.
             Clayton Homes, Inc./Vanderbilt Mortgage & Finance, Inc.
             incorporation of financial statements of Clayton Homes, Inc. into
             registration statement file no. 333-75405 pertaining to Senior
             Subordinate Pass-Through Certificates Series  2000C.  Filed
             August  28, 2000.
             Clayton  Homes, Inc./Vanderbilt  Mortgage & Finance, Inc. pooling
             and servicing  agreement pertaining to Senior Subordinate Pass-
             Through Certificates Series 2000C.  Filed September 8, 2000.




                                       12
<PAGE>

                               CLAYTON HOMES, INC.
                               -------------------

                                   SIGNATURES
                                   ----------

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.



                              CLAYTON  HOMES,  INC.
                              ---------------------
                              (Registrant)


Date: November  13,  2000     /s/  Kevin  T.  Clayton
      -------------------     -----------------------
                              Kevin  T.  Clayton
                              Chief  Executive  Officer  and  President



Date: November  13,  2000     /s/  Amber  W.  Krupacs
      -------------------     -----------------------
                              Amber  W.  Krupacs
                              Vice  President  Finance


Date: November  13,  2000     /s/  Greg  A.  Hamilton
      -------------------     -----------------------
                              Greg  A.  Hamilton
                              Vice  President  and  Controller


                                       13
<PAGE>



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