AMENDED CERTIFICATE OF INCORPORATION
                                       OF
                               CLAYTON HOMES, INC.

FIRST.  The  name of the corporation is Clayton Homes, Inc. (the "CORPORATION").

SECOND.  The address of the registered office of the Corporation in the State of
Delaware  is 1105 North Market Street, Suite 1300, Delaware 19801 (County of New
Castle).  The  name  of its registered agent at such address is Wilmington Trust
SP  Services,  Inc.

THIRD.  The  purpose  of  the  corporation  is  to  engage  in any lawful act or
activity  for  which corporations may be organized under the General Corporation
Law  of  the  State  of  Delaware.

FOURTH.  The  total  number  of shares of stock which the corporation shall have
authority  to issue is 150,000,000 (one hundred fifty million) shares.  All such
shares  are to be Common Stock, having a par value of $.01 per share, and are to
be  of  one  class.

FIFTH.  Unless  and  except to the extent that the by-laws of the Corporation so
require,  the  election  of  directors of the corporation need not be by written
ballot.

SIXTH.  In furtherance and not in limitation of the powers conferred by the laws
of the State of Delaware, the Board of Directors of the corporation is expressly
authorized  to make, alter and repeal the by-laws of the Corporation, subject to
the  power  of the stockholders of the corporation to alter or repeal any by-law
whether  adopted  by  them  or  otherwise.

SEVENTH.  A  director  of the Corporation shall not be liable to the Corporation
or  its  stockholders  for  monetary  damages  for breach of fiduciary duty as a
director,  except  to  the  extent  such  exemption from liability or limitation
thereof  is  not  permitted  under  the  General Corporation Law of the State of
Delaware  as  the  same  exists  or  may  hereafter  be amended.  Any amendment,
modification  or repeal of the foregoing sentence shall not adversely affect any
right or protection of a director of the corporation hereunder in respect of any
act  or  omission occurring prior to the time of such amendment, modification or
repeal.

EIGHTH. No stockholder (other than Berkshire Hathaway Inc. and its subsidiaries)
may  sell,  transfer,  assign,  pledge  or  otherwise encumber any shares of the
common  stock  of  the  Corporation  ("Shares"), grant any right to purchase any
Shares,  or  engage  in any transaction to reduce the risk of ownership thereof,
except  that  Shares  may  be  (a)  transferred  to  the estate or heirs of such
stockholder upon his or her death, or (b) sold for cash to an unaffiliated third
party  who  has delivered to such stockholder a bona fide offer to purchase such
Shares,  if  the  Corporation  and  Berkshire  Hathaway  Inc. (together with its
subsidiaries)  are  first  given  a  right to acquire such Shares. Such right to
acquire  shall  operate  as  follows:  A  stockholder of the Corporation who has
received  a  bona  fide cash offer from an unaffiliated third party purchaser to
acquire  a  specified number of Shares must notify the Corporation and Berkshire
Hathaway  Inc.  of the offer and the number of Shares proposed to be acquired by
the  third  party,  and must provide the Corporation and Berkshire Hathaway Inc.
(together  with  its  subsidiaries)  with the prior opportunity to acquire these
Shares  at  the  same  cash  price  and otherwise on the same terms as he or she
proposes  to  sell the Shares to the third party. If neither the Corporation nor
Berkshire Hathaway (together with its subsidiaries) elects to acquire the Shares
on  these  terms  within  30  days  following  any  such  notice,  the notifying
stockholder  will have 30 days (the "30-day Period") in which to sell the number
of  Shares  specified  in  his  or  her  notice  to the third party at the price
specified  in  the  notice,  or  at any higher price, and otherwise on the terms
specified in the notice. Following the 30-day Period, no sales of Shares will be
permitted  unless  a  stockholder  again complies with such requirements as they
would  apply  to  any  new  offer.

NINTH. The Corporation reserves the right at any time, and from time to time, to
amend,  alter,  change  or repeal any provision contained in this Certificate of
Incorporation,  and  other  provisions  authorized  by  the laws of the State of
Delaware  at  the  time  in force may be added or inserted, in the manner now or
hereafter  prescribed  by  law;  and  all  rights, preferences and privileges of
whatsoever  nature  conferred  upon stockholders, directors or any other persons
whomsoever  by  and pursuant to this Certificate of Incorporation in its present
form  or as hereafter amended are granted subject to the rights reserved in this
article.