SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                Schedule 13G


                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
                           (Amendment No. 1   )*

                             Clayton Homes, Inc.
                              (Name of Issuer)

                                Common Stock
                       (Title of Class of Securities)

                                  184190106
                               (CUSIP Number)

Check the following space if a fee is being paid with this statement ( ).
(A fee is not required only if the filing person:  (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the discloures provided in a prior cover page.

The information required in the remainder of this cover page 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 (however, see
the Notes).



         CUSIP NO.                184190106

    1    NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
                      Comerica Bank                       38-0477375

    2    CHECK THE APPROPRIATE LETTER IF A MEMBER OF A GROUP
                                                          (a)
                                                          (b)
    3    SEC USE ONLY


    4    CITIZENSHIP OR PLACE OF ORGANIZATION

                      Michigan Banking Corporation

           NUMBER OF     5   SOLE VOTING POWER

            SHARES               2,691,628

         BENEFICIALLY    6   SHARED VOTING POWER

           OWNED BY                 11,983

             EACH        7   SOLE DISPOSITIVE POWER

           REPORTING             2,442,452

            PERSON       8   SHARED DISPOSITIVE POWER

             WITH                   43,221

    9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                 2,717,093

   10    CHECK THE SPACE BELOW IF THE AGGREGATE AMOUNT IN ROW (9)
         EXCLUDES CERTAIN SHARES
         (  )

   11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                      4.83%

   12    TYPE OF REPORTING
                                           BK


                              SCHEDULE 13G
              Under the Securities Exchange Act of 1934

Check the following space if a fee is being paid with this statement:  ( )

Item 1(a) Name of Issuer:           Clayton Homes, Inc.

Item 1(b) Address of Issuer's Principal Executive Offices:
          P.O. Box 15169, New Topside Road At Alcoa Highway
          Knoxville, TN 37901

Item 2(a) Name of Person Filing:
          Comerica Bank

Item 2(b) Address of Principal Business Officer or, if none, Residence:
          One Detroit Center
          Detroit, MI 48275

Item 2(c) Citizenship:       Michigan Banking Corporation

Item 2(d) Title of Class of Securities:
                   Common Stock

Item 2(e) Cusip Number:                  184190106

Item 3   This statement is filed in pursuant to Rules 13d-1(b), or
         13d-2(b).  The person filing is a Bank as defined in section
         3(a)(6) of the Act.

Item 4    Ownership:
      (a) Amount Beneficially Owned:                                 2,717,093
      (b) Percent of Class:                                               4.83%
      (c) Number of shares as to which such person has:
(i)  sole power to vote or direct the vote:                          2,691,628
(ii) shared power to vote or direct the vote:                           11,983
(iii)sole power to dispose or direct the disposition of:             2,442,452
(iv) shared power to dispose or direct the disposition of:              43,221

Item 5   Ownership of Five Percent or Less of a Class:

         If this statement is being filed to report the fact that 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  )

Item 6   Ownership of More than Five Percent on Behalf of Another
         Person:

Item 7   Identification and Classification of the Subsidiary Which
         Acquired the Security being Reported on by the Parent
         Holding Co:




Item 8   Identification and Classification of Members of the Group:


Item 9   Notice of Dissolution of Group:


Item 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
of 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.

10-Feb-94
Date

Comerica Bank



By:    Leslie C. Sheidler
       Vice President