EXHIBIT  23.      CONSENT  OF  INDEPENDENT  AUDITORS



                         CONSENT OF INDEPENDENT AUDITORS

We  hereby  consent  to  the  incorporation  by  reference  in  the Registration
Statements on Forms S-8 (Nos.333-83535, 333-83537, 333-83543, and 333-83545) and
on Form S-3 (No. 333-57532) of Clayton Homes, Inc. of our report dated September
5,  2003,  relating  to  the  financial statements of Clayton Homes, Inc., which
is incorporated in this Annual  Report  on  Form  10-K  for  the  year  ended
June  30,  2003.



/s/  PricewaterhouseCoopers  LLP
--------------------------------
PricewaterhouseCoopers  LLP
Knoxville,  TN
October 14,  2003