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Table of Contents

Table of Contents

Table of Contents

Table of Contents

SCHEDULE TO
TENDER OFFER STATEMENT
(under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934)

Options to Purchase Shares of Common Stock, $.10 Par Value Per Share
(Title of Class of Securities)

Kevin T. Clayton
Chief Executive Officer and
President
5000 Clayton Road
Maryville, Tennessee 37804
(865) 380-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)

o Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

This Amendment No. 2 amends and supplements the Issuer Tender Offer Statement on Schedule TO filed by Clayton Homes, Inc., a Delaware corporation (the “Company”), on May 13, 2003, as amended by Amendment No. 1 thereto filed by the Company on June 16, 2003 (as amended, the “Schedule TO”). The Schedule TO relates to the offer by the Company to purchase for cancellation certain of its outstanding options to purchase shares of its common stock, $.10 par value per share, for a cash payment (which will be reduced by tax withholding), as set forth on a per option basis in the table below:


				Number of
				Eligible Options		Cash Payment
Grant Date		Exercise Price		as of June 16, 2003		Per Eligible Option		Total

11/10/93		$	7.22		109,525	$	5.28	$	578,292.00
1/03/94			7.22		20,366		5.28		107,532.48
2/09/94			7.22		17,471		5.28		92,246.88
11/09/94	(vested)		7.22		243,852		5.28		1,287,538.56
11/09/94	(unvested)		7.22		8,540		4.20870		35,942.30
7/01/94			7.53		14,640		3.72318		54,507.36
7/01/93			7.54		9,150		4.96		45,384.00
7/02/97			8.19		133,670		4.77769		638,633.82
12/08/93			8.27		5,953		4.23		25,181.19
5/11/94			8.29		5,490		4.21		23,112.90
7/03/00			8.38		85,700		5.36541		459,815.64
7/03/95			8.51		134,688		3.82586		515,297.43
11/01/00			9.31		565,875		4.14480		2,345,438.70
10/27/99			9.38		455,500		3.63089		1,653,870.40
11/14/96	(vested)		10.32		233,729		2.18		509,529.22
11/14/96	(unvested)		10.32		14,058		1.76681		24,837.81
10/30/02			11.19		779,250		4.20703		3,278,328.13
7/01/97			11.50		30,625		3.6677l		112,323.62
7/01/99			11.88		65,300		4.15245		271,154.99
11/12/98			11.90		737,680		2.10245		1,550,935.32
11/12/97			12.60		382,501		0.83540		319,541.34
7/01/96			12.80		21,087		2.86583		60,431.76
10/30/01			13.55		923,650		3.30030		3,048,322.09
11/08/95			13.70		295,334		2.28863		675,910.26
1/01/99			13.81		280,000		1.64012		459,233.60
7/01/02			15.28		127,500		4.03075		513,920.63
7/02/01			15.65		85,500		3.49858		299,128.59
7/01/98			15.75		65,875		3.03030		199,621.01
Total					5,852,509			$	19,186,012.03

The offer is limited to vested and unvested options granted under the Company’s 1991 Employee Stock Incentive Plan, 1994 Directors’ Equity Plan and 1997 Employee Stock Incentive Plan and vested options granted under the Company’s 1996 Outside Directors Equity Plan. The Company’s offer is made on the terms and subject to the conditions set forth in the Offer to Purchase, dated June 16, 2003 (the “Offer to Purchase”), and in the related election form, which, as amended or supplemented from time to time, together constitute the offer, copies of which are attached as Exhibit (a)(1)(A) and (a)(1)(B), respectively, and incorporated herein by reference. Subject to the terms and conditions set forth in the Offer to Purchase and the related election form, all eligible options tendered and accepted by the Company pursuant to the offer will be purchased and cancelled.

This Amendment No. 2 is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(3) promulgated under the Securities Exchange Act of 1934, as amended.

The information in the Offer to Purchase and the related election form, copies of which were previously filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO is incorporated in this Amendment No. 2 by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Form of Election to Tender Options. The information set forth in the Form of Election to Tender options, which is incorporated by reference into Items 1, 2, 4, 5, 6, 7, 8 and 11 of the Schedule TO, is hereby amended and supplemented as follows:

The first sentence of the first paragraph on page 1 is hereby amended by deleting such sentence in its entirety and replacing it with the following sentence:

I have received the Offer to Purchase, dated June 16, 2003, and this Election to Tender Options (the “election form” which, together with the Offer to Purchase, as they may be amended from time to time, constitute the “offer”).

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.


Transaction Valuation*		Amount of Filing Fee
$19,186,012		$1,522


Amount Previously Paid:	$2,419	Filing Party:	Clayton Homes, Inc.
Form or Registration No.:	Schedule 14A	Date Filed:	April 18, 2003


	CLAYTON HOMES, INC.

	By:	/s/ Kevin T. Clayton

		Kevin T. Clayton Chief Executive Officer and President

Dated: June 30, 2003

third party tender offer
subject to Rule 14d-1

going-private transaction
subject to Rule 13e-3

issuer tender offer
subject to Rule 13e-4

amendment to Schedule 13D
under Rule 13d-2