UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
                                 July 18, 2003
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                               CLAYTON HOMES, INC.
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             (Exact name of registrant as specified in its charter)


      DELAWARE               1-8824              62-1671360
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(State or other       (Commission  File         (IRS  Employer
 jurisdiction          Number)                   Identification No.)
 of incorporation)


5000  Clayton  Road
Maryville, Tennessee                                                37804
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(Address of principal executive offices)                          (Zip Code)


               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
                                 (865) 380-3000
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                                 NOT APPLICABLE
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          (Former name or former address, if changed since last report)

                                        1


ITEM  5.  OTHER  EVENTS

On July 18, 2003, the Company filed a press release reporting an update from the
special  shareholders'  meeting on July 16, 2003. A copy of the press release is
attached  as  Exhibit  99.1.

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS.

99.1  Press  Release  dated  July  18, 2003 reporting an update from the special
shareholders'  meeting  on  July  16,  2003.


                                        2

                                    SIGNATURE


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  hereunto  duly  authorized.


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


Date:          July 18,  2003           /s/  Kevin T. Clayton
               ------------------     -----------------------
                                           Kevin T. Clayton
                                           Chief Executive Officer and President
                                           (Principal Executive Officer)



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                                  EXHIBIT INDEX


EXHIBIT
NUMBER      DESCRIPTION                                         PAGE
- ----------------------------------------------------------------------
99.1        Press Release dated July 18, 2003                     5

                                        4


                                                       EXHIBIT  99-1

NEWS RELEASE

FOR IMMEDIATE RELEASE
- -----------------------
JULY 18, 2003                            CONTACT:     INVESTOR RELATIONS
                                         PHONE:       865-380-3206
                                         FAX:         865-380-3784

 CLAYTON  HOMES,  INC.  (CMH:  NYSE)  ISSUES  LETTER  TO  STOCKHOLDERS

Dear  Fellow  Stockholders:
For  those  who  were unable to attend the special stockholders' meeting held on
July  16,  we are pleased to provide you with this detail.  No vote was taken on
the  Berkshire  Hathaway  merger  offer.  On the recommendation of the company's
board  of  directors, a motion was passed by the stockholders present to adjourn
the  meeting  until  Wednesday,  July  30,  2003, at 11:00 a.m. at the company's
headquarters,  5000  Clayton  Road,  Maryville,  TN  37804.

Why  was the final vote delayed?  After Cerberus Capital Management's expression
of  interest  letter,  several  large  institutional stockholders requested that
additional time be given for bona fide bidders to have an opportunity to conduct
due diligence and to consider making a superior proposal.  The board was able to
reach  an  agreement  with Berkshire Hathaway that will allow additional time to
accommodate  potential  offers  that would be advantageous to stockholders.   We
have accommodated the stockholders' concerns by giving other potential bidders a
window  beyond  the  original  39-day  market  check  period.

Has  this  decision  been productive?  Yes, a confidentiality agreement has been
signed  with  Cerberus Capital Management.  Their due diligence request list has
been  received.  The  first  wave  of documents requested will be forwarded this
afternoon,  and we will welcome their representatives to tour our facilities and
gather  additional  information that they may need beginning on Monday, July 21.
The  same  privileges  will  be  provided to others if bona fide offers surface.

This  course gives stockholders the best of both worlds.  The Berkshire offer is
preserved,  and  Cerberus  and other bidders now have the opportunity to conduct
the  due  diligence  necessary  to  submit  a  formal offer prior to our July 30
meeting.  Management,  as  directed,  is  continuing to actively explore various
finance  alternatives  to  the asset backed securitization market, while looking
for  potential  partnering  opportunities.

Rest  assured,  that management's and the board's goal is-and has always been-to
maximize stockholders' value.  With your patience, this postponement should give
us  a  good  view  of  the  opportunity  landscape.

Yours  truly,


Kevin  T.  Clayton
Chief  Executive  Officer  and  President
Clayton  Homes,  Inc.


This  press  release  contains  forward-looking  statements  with  respect  to
management's  beliefs  about  the financial condition, results of operations and
business  of  Clayton  Homes  in  the future. These statements involve risks and
uncertainties.  The  actual  outcome  could  differ  materially  from  that
contemplated by such statements.  Factors that could cause or contribute to such
differences  could  include,  but  are  not limited to: market conditions in the
manufactured  housing  market,  the  degree  of  continued  market acceptance of
Clayton  Homes'  products, competition, failure of the requisite stockholders to
approve  the  merger, litigation related to the merger, and merger-related costs
and  expenses.  The non-merger related factors mentioned above, as well as other
factors  that  could  affect  Clayton  Homes' business, are discussed in Clayton
Homes'  Annual  Report  on Form 10-K for the fiscal year ended June 30, 2002, on
file  with  the  Securities  and  Exchange  Commission.  Clayton  Homes does not
undertake  any  obligation  to  publicly  update  or  revise any forward-looking
statements,  whether as a result of new information, future events or otherwise.