UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X]      Annual  report  pursuant  to  Section  13  or  15(d)  of the Securities
Exchange  Act  of  1934  for  the  fiscal  year  ended  December  31,  2002

[  ]     Transition  report  pursuant  to  Section 13 or 15(d) of the Securities
Exchange  Act  of  1934  for  the  transition  period  from  ____________  to
_______________.


                      Commission File Number  333-57532-05

                      VANDERBILT MORTGAGE AND FINANCE, INC.
             (Exact name of registrant as specified in its charter)


            Tennessee                             62-0997810
     -----------------------                      ----------
 (State  or  other  jurisdiction  of      (IRS Employer  Identification  No.)
         incorporation)

                      Vanderbilt Mortgage and Finance, Inc.
                                 500 Alcoa Trail
                               Maryville, TN 37804
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code : (865) 380-3000

                      VANDERBILT MORTGAGE AND FINANCE, INC.
           SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 2002-A
            (Title of each class of securities covered by this Form)

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  None
Securities  registered  pursuant  to  Section  12(g)  of  the  Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.   Yes  [X]  No  [  ]

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.   [X]

Documents  incorporated  by  reference:  None


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                      VANDERBILT MORTGAGE AND FINANCE, INC.
           SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 2002-A
           -----------------------------------------------------------


PART  I

Item  1.  Business

          Not  Applicable.

Item  2.  Properties

          Not  Applicable.

Item  3.  Legal  Proceedings

The Registrant is not aware of any material legal proceeding with respect to the
Trust,  the  Company,  the  Servicer  or  the  Trustee, as related to the Trust.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

No  matter  was  submitted to a vote or consent of certificateholders during the
fiscal  year  covered  by  this  report.


PART  II

Item  5.  Market  for Registrant's Common Equity and Related Stockholder Matters

(a)     There  is  currently  no established secondary market for the Vanderbilt
Mortgage  and Finance, Inc. Senior/Subordinate Pass-Through Certificates, Series
2002-A  (the  "Certificates").

(b)     As  of December 31, 2002, there were a total of approximately 12 holders
of  record  of  the  Certificates.

Item  6.  Selected  Financial  Data

          Not  Applicable.

Item  7.  Management's  Discussion  and  Analysis  of  Financial  condition  and
             Results  of  Operations

          Not  Applicable.

Item  8.  Financial  Statements  and  Supplementary  Data

          Not  Applicable.

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Item  9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
             Financial  Disclosure

There  was  no  change  of  accountants  or disagreement with accountants on any
matter  of  accounting  principles  or  practices  or  financial  disclosure.


PART  III

Item  10.  Directors  and  Executive  Officers  of  the  Registrant

           Not  Applicable.

Item  11.  Executive  Compensation

           Not  Applicable.

Item  12.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management

           Not  Applicable.

Item  13.  Certain  Relationships  and  Related  Transactions

           Not  Applicable.

Item  14.  Controls  and  Procedures.

           Not  Applicable.


PART  IV

Item  15.  Exhibits,  Financial  Statement  Schedules  and  Reports  on Form 8-K

(a)  The  following  documents  are  filed  as  part  of  this  report:

    (1)  Financial  Statements:
         Not  Applicable.

    (2)  Financial  Statement  Schedules:
         Not  Applicable.

    (3)  Exhibits:
         Annual  Servicer  Statement  of  Compliance,  filed  as  Exhibit  99.1
            hereto.
         Annual Independent Accountants Servicing Report, filed as Exhibit 99.2
            hereto.

(b) Reports on Form 8-K: The following Current Reports on Form 8-K were filed by
    the  Registrant  for  the  last  quarter  of  2002.

Current  Reports  on  Form  8-K  dated  October  2,  2002, November 4, 2002, and
December  3,  2002 for the purpose of filing the Monthly Report delivered by the
Trustee  to  certificateholders  were  previously  filed  in

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connection with the distributions for the following respective Remittance Dates:
October  7,  2002, November 7, 2002, and December 9, 2002. The items reported in
such  Current  Reports  were  Item  5  (Other  Events).

(c)   Not  Applicable.

(d)   Not  Applicable.


 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
                             SECTION 12 OF THE ACT.

     No  annual report, proxy statement, form of proxy or other proxy soliciting
material  has  been  sent  to  certificateholders,  and  the registrant does not
contemplate  sending  any such material subsequent to the filing of this report.

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<PAGE>

                                    SIGNATURE

    Pursuant  to  the  requirements  of  Section  13  or 15(d) of the Securities
Exchange  Act  of 1934, the  registrant has duly caused this report to be signed
on  its  behalf  by  the  undersigned  thereunto  duly  authorized.

Date:  January  24,  2003

                         Vanderbilt  Mortgage  and  Finance,  Inc.,  as Servicer


                         By:  /s/  Amber  Krupacs
                             --------------------
                              Amber  Krupacs
                              Executive  Vice  President  and  Chief  Financial
                              Officer


                                      -5-
<PAGE>


Sarbanes-Oxley  Act  Compliance  Statement

                                  CERTIFICATION

I,  Amber  Krupacs,  certify  that:

1.     I  have reviewed this annual report on Form 10-K, and all reports on Form
8-K  containing  distribution  or  servicing reports filed in respect of periods
included  in  the year covered by this annual report, of Vanderbilt Mortgage and
Finance  Senior/Subordinate  Pass-Through  Certificates,  Series  2002-A.

2.     Based  on  my  knowledge,  the  information  in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a  material  fact  necessary  to  make  the  statements  made,  in  light of the
circumstances  under  which  such statements were made, not misleading as of the
last  day  of  the  period  covered  by  this  annual  report;

3.     Based  on my knowledge, the servicing information required to be provided
to  the  trustee  by  the  servicer under the pooling and servicing agreement is
included  in  these  reports;

4.     I  am  responsible for reviewing the activities performed by the servicer
under  the  pooling  and  servicing agreement and based upon the review required
under  the  pooling  and  servicing  agreement,  and  except as disclosed in the
report,  the  servicer  has  fulfilled  its  obligations  under  the  servicing
agreement;  and

5.     I  have  disclosed  to  the registrant's certified public accountants all
significant  deficiencies relating to the servicer's compliance with the minimum
servicing standards in accordance with a review conducted in compliance with the
Uniform  Single  Attestation Program for Mortgage Bankers or similar standard as
set  forth  in  the  pooling  and  servicing  agreement.

Date:  January  24,  2003

                         Vanderbilt  Mortgage  and  Finance,  Inc.,  as Servicer

                         By:  /s/  Amber  Krupacs
                             --------------------
                              Amber  Krupacs
                              Executive  Vice  President  and  Chief  Financial
                              Officer


                                      -6-
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                                  EXHIBIT INDEX

Exhibit          Description
-------          -----------

 99.1          Annual  Servicer  Statement  of  Compliance
 99.2          Annual  Independent  Accountants  Servicing  Report

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