CONSENT OF INDEPENDENT ACCOUNTANTS
                      ----------------------------------


We hereby consent to the incorporation by reference in the joint Registration
Statement of Clayton Homes, Inc., Vanderbilt Mortgage and Finance, Inc. and
Vanderbilt ABS Corporation on Form S-3 (File No. 333-57532) of our report
dated August 7, 2001 relating to the consolidated financial statements of
Clayton Homes, Inc., which appears in the 2001 Annual Report to Shareholders,
which is incorporated by reference in Clayton Homes, Inc.'s Annual Report on
Form 10-K for the fiscal year ended June 30, 2001. We also consent to the
reference to our Firm under the heading "Experts" in the Supplement to the
Prospectus Supplement, dated February 15, 2002, to the Prospectus Supplement
dated November 13, 2001.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Knoxville, Tennessee

February 27, 2002


                                      5