.
                                                              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. 333-100319) of our report
dated August 7, 2002 relating to the consolidated financial statements of
Clayton Homes, Inc., which appears in the 2002 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, 2002. We also consent to the
reference to our Firm under the heading "Experts" in such Registration
Statement.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP



Knoxville, Tennessee

February 21, 2003

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