SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20594


                                SCHEDULE 13G

                               (Rule 13d-102)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
                              PURSUANT TO 13d-2(b)

                                Amendment No. 1

                               Clayton Homes Inc.

                               (Name of Issuer)

                                Common Shares

                        (Title of Class of Securities)

                                  184190106

                                (CUSIP Number)

                                December 31, 2002
                (Date of Event which requires filing of this statement)

     Check the appropriate box to designate the rule pursuant to which this
     Schedule 13G is filed:
     [ ]  Rule 13d-1(b)
     [X]  Rule 13d-1(c)
     [ ]  Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).


CUSIP No. 184190106

- ------------------------------------------------------------------------------
     (1)   NAME OF REPORTING PERSONS
           S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                      ORBIS INVESTMENT MANAGEMENT LIMITED
- ------------------------------------------------------------------------------
     (2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
           (a) [X]
           (b) [ ]
- ------------------------------------------------------------------------------
     (3)   SEC USE ONLY
- ------------------------------------------------------------------------------
     (4)   CITIZENSHIP OR PLACE OF ORGANIZATION
                 Bermuda
- ------------------------------------------------------------------------------
NUMBER OF     (5)   SOLE VOTING POWER
                                     6,720,000
SHARES        ----------------------------------------------------------------
BENEFICIALLY  (6)   SHARED VOTING POWER
                                     273,450
OWNED BY      ----------------------------------------------------------------
EACH          (7)   SOLE DISPOSITIVE POWER
                                     6,993,450
REPORTING     ----------------------------------------------------------------
PERSON WITH   (8)   SHARED DISPOSITIVE POWER
                                     NONE
- ------------------------------------------------------------------------------
     (9)   AGGREGATE AMOUNT BENEFICIALLY
           OWNED BY EACH REPORTING PERSON
                                     6,993,450
- ------------------------------------------------------------------------------
    (10)  CHECK BOX IF THE AGGREGATE AMOUNT
          IN ROW (9) EXCLUDES CERTAIN SHARES*  [ ]
- ------------------------------------------------------------------------------
    (11)  PERCENT OF CLASS REPRESENTED
          BY AMOUNT IN ROW (9)
                                     5.1%
- ------------------------------------------------------------------------------
    (12)  TYPE OF REPORTING PERSON*
                                     CO
- ------------------------------------------------------------------------------


Item 1(a)  Name of Issuer:
           Clayton Homes Inc.

Item 1(b)  Address of Issuer's Principal Executive Offices:
           5000 Clayton Road
           Maryville TN
           37804

Item 2(a)  Name of Person(s) Filing:
           Orbis Investment Management Limited
           Orbis Asset Management Limited

Item 2(b)  Address of Principal Business Office:
           34 Bermudiana Road
           Hamilton HM 11 Bermuda

Item 2(c)  Citizenship:
           The Reporting Persons are companies organized under the laws of
           Bermuda.

Item 2(d)  Title of Class of Securities:
           Common shares

Item 2(e)  CUSIP Number:
           184190106

Item 3     The person(s) filing is(are):N/A


Item 4     Ownership

           Orbis Investment Management Limited ("OIML") and Orbis Asset
Management Limited ("OAML") are together making this filing because they may be
deemed to constitute a "group" for the purposes of Section 13(d)(3) of the Act.
Information with respect to each of OIML and OAML (collectively, the "Reporting
Persons") is given solely by each such Reporting Person and no Reporting Person
has responsibility for the accuracy or completeness of information supplied by
the other Reporting Person.

          OIML is the beneficial owner of 6,993,450 shares or 5.1% of the
135,923,987 common shares of Clayton Homes Inc. believed to be outstanding.
OIML disclaims beneficial ownership of the 245,315 common shares beneficially
owned by OAML.

          OAML is the beneficial owner of 245,315 shares or 0.2% of the
135,923,987 common shares of Clayton Homes Inc. believed to be outstanding.
OAML disclaims beneficial ownership of the 6,993,450 common shares beneficially
owned by OIML.


Item 5    Ownership of 5% or Less of a Class: N/A

Item 6    Ownership of More than 5% on Behalf of Another Person:

          Orbis Global Equity Fund Limited has the right to receive and the
power to direct the receipt of dividends from, or the proceeds from the sale of,
6,720,000 of the 6,993,450 common shares beneficially owned by OIML.

OIML is the investment manager to the G.A.-Fund-L, an investment company with
variable capital (SICAV) formed under Luxembourg law.  The G.A.-Fund-L directly
owns 273,450 of the 6,993,450 common shares of Clayton Homes Inc. beneficially
owned by OIML.  With respect to these 273,450 shares, G.A.-Fund-L has shared
voting power and the right to receive and the power to direct the receipt of
dividends and sales proceeds thereof.

          Orbis Optimal Global Fund LP has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
245,315 common shares beneficially owned by OAML.

Item 7    Identification and Classification of the Subsidiary Which
          Acquired the Security Being Reported on By the Parent Holding
          Company: N/A

Item 8    Identification and Classification of Members of the Group:

          See Items 4 and 6, above.

Item 9    Notice of Dissolution of the Group:  N/A

Item 10   Certification

          By signing below the undersigned certify that, to the best of our
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.


Signatures

          After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.

Date:          February 7, 2003

ORBIS INVESTMENT MANAGEMENT LIMITED

BY: /s/ James J. Dorr
    General Counsel and Secretary

ORBIS ASSET MANAGEMENT LIMITED

BY: /s/ James J. Dorr
    General Counsel and Secretary