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Exhibit 10(f)


                             DIRECTOR'S EQUITY PLAN
                                NOVEMBER 12, 1991
                               STOCK OPTION GRANT

PURPOSE

         The purpose of the Director's Equity Plan is to provide Clayton Homes,
Inc., common stock as a component of the compensation package for Dan Evins, a
non-employee director of the Company elected to the Board of Directors on
November 12, 1991 (the "Participating Director") in order to strengthen the
commonality of interest between the Participating Director and shareholders and
improve the Company's ability to attract and retain talented individuals to
serve as Company directors.

STOCK OPTION AWARD TO THE PARTICIPATING DIRECTOR

         The Stock Option is a right to purchase 10,000 shares of Clayton Homes,
Inc., common stock at the market value at the date of grant (option price),
which shall be November 12, 1991.

STOCK OPTION TERMS

         Each of the non-qualified stock options becomes exercisable in 20%
installments beginning one year after the date of grant and becomes exercisable
20% each year thereafter, provided, however, that the first installment of the
grant hereunder shall become exercisable six months and one day following
shareholder approval of this plan. Should the Participating Director's Board
service terminate prior to all or a portion of an option becoming exercisable,
the portion of the option not then exercisable will be canceled unless such
termination is due to death or disability (see discussion below). Options will
have generally a 10-year term and are not transferable by the Participating
Director other than by will or the laws of descent.

         Once the stock option becomes exercisable, the Participating Director
may purchase some or all of the exercisable shares by notifying the Secretary of
the Company, in writing, of his intent to exercise and by concurrently
submitting a check in payment of the exercise cost (i.e., number of shares being
exercised times the option price).

         Upon retirement from the Board or upon earlier termination as described
herein, the exercisable portion of any stock option will remain exercisable for
two years from such termination date.



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DEATH OR DISABILITY

         If the Participating Director's service as a director terminates
because of death or permanent disability, he (or the named beneficiary or
estate) will receive the awards granted through such termination of service. For
these purposes, permanent disability will be considered to have occurred if the
Participating Director would be eligible to receive a Primary Social Security
Disability benefit under the definition of such laws and regulations. In either
event, stock options will become immediately exercisable, if not already
exercisable. Options will then have a two-year period from the date of
termination of Board service during which it can be exercised by the
beneficiary, or the estate. Should the Participating Director die during such
two-year post-termination exercise period, the beneficiary or estate will have
the greater of: (i) the remainder of the two-year post-termination exercise
period or (ii) one year from the date of death in which to exercise the stock
option.

CHANGES IN CAPITALIZATION

         In the event of any change in outstanding Clayton Homes, Inc., Stock
(including the stock dividend paid on December 10, 1991) which requires an
adjustment in stock options and/or stock awards under the Company's stock
incentive plans for employees, and such adjustment or adjustments will also be
made to the stock options hereunder.

AUTHORIZED SHARES

         The maximum number of authorized shares which may be issued to the
Participating Director under the Program shall be 10,000 subject to adjustment
as described in "Changes in Capitalization".

SHAREHOLDER APPROVAL

         This program is subject to approval by the Company's shareholders at
the 1992 Annual Meeting.