content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
  
                  DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
                                   July 22, 2003
  -------------------------------------------------------------------------------
  
  
                                 CLAYTON HOMES, INC.
  -------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
        DELAWARE               1-8824              62-1671360
  -------------------------------------------------------------------------------
  (State or other       (Commission  File         (IRS  Employer
   jurisdiction          Number)                   Identification No.)
   of incorporation)
  
  
  5000  Clayton  Road
  Maryville, Tennessee                                                37804
  -------------------------------------------------------------------------------
  (Address of principal executive offices)                          (Zip Code)
  
  
                 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
                                   (865) 380-3000
  -------------------------------------------------------------------------------
  
  
  
                                   NOT APPLICABLE
  -------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
                                          1
  <PAGE>
  
  ITEM  5.  OTHER  EVENTS
  
  On July 21, 2003, the Company filed a press release reporting that the Company's
  Board  of  Directors selected Bear Stearns to evaluate any potential offers from
  bona  fide  bidders  that  may  be  received  prior to its special shareholders'
  meeting  scheduled for July 30, 2003. A copy of the press release is attached as
  Exhibit  99.1.
  
  ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS.
  
  99.1  Press  Release  dated  July  21, 2003 reporting that the Company's
  Board  of  Directors selected Bear Stearns to evaluate any potential offers from
  bona  fide  bidders  that  may  be  received  prior to its special shareholders'
  meeting  scheduled for July 30, 2003.
  
  
                                          2
  <PAGE>
                                      SIGNATURE
  
  
  Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned  hereunto  duly  authorized.
  
  
                                CLAYTON  HOMES,  INC.
                                ---------------------
                                (Registrant)
  
  
  Date:          July 22,  2003           /s/  Kevin T. Clayton
                 ------------------     -----------------------
                                             Kevin T. Clayton
                                             Chief Executive Officer and President
                                             (Principal Executive Officer)
  
  
  
                                          3
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
  EXHIBIT
  NUMBER      DESCRIPTION                                         PAGE
  ----------------------------------------------------------------------
  99.1        Press Release dated July 21, 2003                     5
  
                                          4
  <PAGE>
  
                                                         EXHIBIT  99-1
  
  NEWS RELEASE
  
  FOR IMMEDIATE RELEASE
  -----------------------
  JULY 21, 2003                            CONTACT:     INVESTOR RELATIONS
                                           PHONE:       865-380-3206
                                           FAX:         865-380-3784
  
                 CLAYTON HOMES, INC (CMH-NYSE) RETAINS BEAR STEARNS
  
  
  Clayton  Homes' (CMH: NYSE) Board of Directors selected Bear Stearns to evaluate
  any  potential  offers  from bona fide bidders that may be received prior to its
  special  shareholders'  meeting  scheduled for July 30, 2003, including any from
  Cerberus  Capital  Management  which  began  due diligence at the company's home
  office  today.  In  addition, Bear Stearns will assist the company in continuing
  to  review  strategic  alternatives  to  maximize  shareholders'  value.
  
  To  arrive  at  the decision, the independent board members met over the weekend
  and  recommended  that  Bear  Stearns' be retained.  The full board affirmed the
  decision  of  the  independent  directors,  and  Bear  Stearns began work today.
  
  Clayton Homes, Inc. is a vertically integrated manufactured housing company with
  20 manufacturing plants, 296 Company owned stores, 611 independent retailers, 86
  manufactured housing communities, and financial services operations that provide
  mortgage  services  for  168,000  customers and insurance protection for 100,000
  families.
  
  This  press  release  contains  forward-looking  statements  with  respect  to
  management's  beliefs  about  the financial condition, results of operations and
  business  of  Clayton  Homes  in  the future. These statements involve risks and
  uncertainties. The actual outcome could differ materially from that contemplated
  by  such  statements. Factors that could cause or contribute to such differences
  could  include,  but  are  not limited to: market conditions in the manufactured
  housing  market,  the  degree  of  continued market acceptance of Clayton Homes'
  products,  competition,  failure  of  the  requisite stockholders to approve the
  merger, litigation related to the merger, and merger-related costs and expenses.
  The  non-merger  related  factors mentioned above, as well as other factors that
  could  affect  Clayton  Homes'  business, are discussed in Clayton Homes' Annual
  Report  on  Form  10-K for the fiscal year ended June 30, 2002, on file with the
  Securities  and  Exchange  Commission.  Clayton  Homes  does  not  undertake any
  obligation  to publicly update or revise any forward-looking statements, whether
  as  a  result  of  new  information,  future  events  or  otherwise.
  
  
  
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 6253}]
metadata_filer: {"company-data": {"conformed-name": "CLAYTON HOMES INC", "cik": "0000719547", "assigned-sic": "2451", "irs-number": "621671360", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08824", "film-number": "03795961"}, "business-address": {"street1": "5000 CLAYTON ROAD", "city": "MARYVILLE", "state": "TN", "zip": "37804", "phone": "8653803000"}, "mail-address": {"street1": "5000 CLAYTON ROAD", "city": "MARYVILLE", "state": "TN", "zip": "37804"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
                  DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
                                   July 22, 2003
  -------------------------------------------------------------------------------
  
                                 CLAYTON HOMES, INC.
  -------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
        DELAWARE               1-8824              62-1671360
  -------------------------------------------------------------------------------
  (State or other       (Commission  File         (IRS  Employer
   jurisdiction          Number)                   Identification No.)
   of incorporation)
  
  5000  Clayton  Road
  Maryville, Tennessee                                                37804
  -------------------------------------------------------------------------------
  (Address of principal executive offices)                          (Zip Code)
  
                 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
                                   (865) 380-3000
  -------------------------------------------------------------------------------
  
                                   NOT APPLICABLE
  -------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
                                          1
  ITEM  5.  OTHER  EVENTS
  
  On July 21, 2003, the Company filed a press release reporting that the Company's
  Board  of  Directors selected Bear Stearns to evaluate any potential offers from
  bona  fide  bidders  that  may  be  received  prior to its special shareholders'
  meeting  scheduled for July 30, 2003. A copy of the press release is attached as
  Exhibit  99.1.
  
  ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS.
  
  99.1  Press  Release  dated  July  21, 2003 reporting that the Company's
  Board  of  Directors selected Bear Stearns to evaluate any potential offers from
  bona  fide  bidders  that  may  be  received  prior to its special shareholders'
  meeting  scheduled for July 30, 2003.
  
                                          2
  SIGNATURE
  
  Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned  hereunto  duly  authorized.
  
                                CLAYTON  HOMES,  INC.
                                ---------------------
                                (Registrant)
  
  Date:          July 22,  2003           /s/  Kevin T. Clayton
                 ------------------     -----------------------
                                             Kevin T. Clayton
                                             Chief Executive Officer and President
                                             (Principal Executive Officer)
  
                                          3
  EXHIBIT INDEX
  
  EXHIBIT
  NUMBER      DESCRIPTION                                         PAGE
  ----------------------------------------------------------------------
  99.1        Press Release dated July 21, 2003                     5
  
                                          4
  EXHIBIT  99-1
  
  NEWS RELEASE
  
  FOR IMMEDIATE RELEASE
  -----------------------
  JULY 21, 2003                            CONTACT:     INVESTOR RELATIONS
                                           PHONE:       865-380-3206
                                           FAX:         865-380-3784
  
                 CLAYTON HOMES, INC (CMH-NYSE) RETAINS BEAR STEARNS
  
  Clayton  Homes' (CMH: NYSE) Board of Directors selected Bear Stearns to evaluate
  any  potential  offers  from bona fide bidders that may be received prior to its
  special  shareholders'  meeting  scheduled for July 30, 2003, including any from
  Cerberus  Capital  Management  which  began  due diligence at the company's home
  office  today.  In  addition, Bear Stearns will assist the company in continuing
  to  review  strategic  alternatives  to  maximize  shareholders'  value.
  
  To  arrive  at  the decision, the independent board members met over the weekend
  and  recommended  that  Bear  Stearns' be retained.  The full board affirmed the
  decision  of  the  independent  directors,  and  Bear  Stearns began work today.
  
  Clayton Homes, Inc. is a vertically integrated manufactured housing company with
  20 manufacturing plants, 296 Company owned stores, 611 independent retailers, 86
  manufactured housing communities, and financial services operations that provide
  mortgage  services  for  168,000  customers and insurance protection for 100,000
  families.
  
  This  press  release  contains  forward-looking  statements  with  respect  to
  management's  beliefs  about  the financial condition, results of operations and
  business  of  Clayton  Homes  in  the future. These statements involve risks and
  uncertainties. The actual outcome could differ materially from that contemplated
  by  such  statements. Factors that could cause or contribute to such differences
  could  include,  but  are  not limited to: market conditions in the manufactured
  housing  market,  the  degree  of  continued market acceptance of Clayton Homes'
  products,  competition,  failure  of  the  requisite stockholders to approve the
  merger, litigation related to the merger, and merger-related costs and expenses.
  The  non-merger  related  factors mentioned above, as well as other factors that
  could  affect  Clayton  Homes'  business, are discussed in Clayton Homes' Annual
  Report  on  Form  10-K for the fiscal year ended June 30, 2002, on file with the
  Securities  and  Exchange  Commission.  Clayton  Homes  does  not  undertake any
  obligation  to publicly update or revise any forward-looking statements, whether
  as  a  result  of  new  information,  future  events  or  otherwise.