EXHIBIT  23.      CONSENT  OF  INDEPENDENT  ACCOUNTANTS



                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to  the  incorporation  by  reference  in  the Registration
Statements  on  Forms  S-8 (Nos. 333-83535, 333-83543, 333-83545, and 333-83565)
and  on  Form  S-3  (No.  333-57532)  of Clayton Homes, Inc. of our report dated
August  7,  2001,  relating  to  the  financial statements, which appears in the
Annual  Report  to  Shareholders, which is incorporated in this Annual Report on
Form  10-K.



/s/  PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Knoxville,  TN
September  21,  2001