Exhibit 23.4


                       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 such Registration Statement.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP



Knoxville, Tennessee

August 22, 2002


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