BY-LAWS
                                       OF
                               CLAYTON HOMES, INC.

                               ARTICLE I - OFFICES

SECTION  1.  REGISTERED  OFFICE.  The registered office shall be established and
maintained  at 1105 North Market Street, Suite 1300, Wilmington, Delaware 19801.

SECTION  2.     OTHER  OFFICES.  The  corporation may have other offices, either
within or without the State of Delaware, at such place or places as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                      ARTICLE II - MEETING OF STOCKHOLDERS

SECTION  1. ANNUAL MEETINGS. Annual meetings of stockholders for the election of
directors  and  for  such  other  business as may be stated in the notice of the
meeting,  shall  be  held  at  such place, either within or without the State of
Delaware,  and  at  such time and date as the Board of Directors, by resolution,
shall  determine  and  as  set  forth  in  the  notice  of  the  meeting.

If  the  date of the annual meeting shall fall upon a legal holiday, the meeting
shall  be held on the next succeeding business day.  At each annual meeting, the
stockholders  entitled to vote shall elect a Board of Directors and may transact
such  other  corporate business as shall be stated in the notice of the meeting.

SECTION  2.     OTHER  MEETINGS.  Meetings of stockholders for any purpose other
than  the  election  of  directors may be held at such time and place, within or
without  the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.     VOTING.  Each stockholder entitled to vote in accordance with the
terms and provisions of the Certificate of Incorporation and these By-Laws shall
be entitled to one vote, in person or by proxy, for each share of stock entitled
to  vote held by such stockholder, but no proxy shall be voted after three years
from  its  date unless such proxy provides for a longer period.  Upon the demand
of  any  stockholder,  the  vote  for directors and upon any question before the
meeting  shall  be  by  ballot.  All elections for directors shall be decided by
plurality  vote; all other questions shall be decided by majority vote except as
otherwise  provided by the Certificate of Incorporation or the laws of the State
of  Delaware.

SECTION 4.     STOCKHOLDER LIST.  The officer who has charge of the stock ledger
of  the  corporation  shall  at  least  ten  (10)  days  before  each meeting of
stockholders  prepare  a  complete  alphabetically  addressed  list  of  the
stockholders  entitled to vote at the ensuing meeting, with the number of shares
held  by  each.  Said  list shall be open to the examination of any stockholder,
for  any  purpose  germane to the meeting, during ordinary business hours, for a
period  of at least ten (10) days prior to the meeting, either at a place within
the  city where the meeting is to be held, which place shall be specified in the
notice  of  the meeting, or, if not so specified, at the place where the meeting
is  to  be  held.  The  list  shall  be available for inspection at the meeting.

SECTION  5.     QUORUM.  Except as otherwise required by law, by the Certificate
of  Incorporation  or  by these By-Laws, the presence, in person or by proxy, of
stockholders holding a majority of the stock of the corporation entitled to vote
shall  constitute a quorum.  A majority in interest of the stockholders entitled
to  vote thereat, present in person or by proxy, shall have power to adjourn the
meeting  from  time  to  time,  without  notice  other  than announcement at the
meeting,  until  the  requisite amount of stock entitled to vote to constitute a
quorum  shall  be present.  At any such adjourned meeting at which the requisite
amount  of  stock  entitled  to  vote  shall be represented, any business may be
transacted  which  might  have  been  transacted  at  the  meeting as originally
noticed;  but  only  those  stockholders  entitled  to  vote  at  the meeting as
originally  noticed shall be entitled to vote at any adjournment or adjournments
thereof,  provided, however, that the directors of the corporation may set a new
record  date  for such adjourned meeting in accordance with Article 5, Section 4
hereof.

SECTION  6.     SPECIAL MEETINGS.  Special meetings of the stockholders, for any
purpose,  unless  otherwise  prescribed  by  statute  or  by  the Certificate of
Incorporation,  may  be  called  by  the  president  and  shall be called by the
president  or secretary at the request in writing of a majority of the directors
or  stockholders  entitled to vote.  Such request shall state the purpose of the
proposed  meeting.

SECTION  7.     NOTICE OF MEETINGS.  Written notice, stating the place, date and
time  for  the meeting, and the general nature of the business to be considered,
shall be given to each stockholder entitled to vote thereat at his address as it
appears  on the records of the corporation, not less than ten (10) nor more than
fifty  (50)  days  before  the  date  of  the  meeting.

SECTION  8.     BUSINESS  TRANSACTED.  No business other than that stated in the
notice  shall  be transacted at any meeting without the unanimous consent of all
the  stockholders  entitled  to  vote  thereat.

SECTION  9.     ACTION  WITHOUT  MEETING.  Except  as  otherwise provided by the
Certificate  of  Incorporation,  whenever  the vote of stockholders at a meeting
thereof  is  required  or permitted to be taken in connection with any corporate
action  by  any  provision  of statute or the Certificate of Incorporation or by
these  By-Laws,  the meeting and vote of the stockholders may be dispensed with,
if  all the stockholders who would have been entitled to vote upon the action if
such  meeting were held, shall consent in writing to such corporate action being
taken.

                             ARTICLE III - DIRECTORS

SECTION  1.  NUMBER AND TERM. The number of directors shall be a number not less
than  one (1) and not more than fifteen (15), the exact number of which shall be
fixed  by  resolution of the Board. The directors shall be elected at the annual
meeting  of  stockholders  and each director shall be elected to serve until his
successor  shall  be  elected  and  shall  qualify.

SECTION  2.     RESIGNATIONS.  Any  director,  member  of  a  committee or other
officer  may resign at any time.  Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time be specified, at
the  time  of  its  receipt  by the President or Secretary.  The acceptance of a
resignation  shall  not  be  necessary  to  make  it  effective.

SECTION  3.     VACANCIES.  If the office of any director, member of a committee
or  other officer becomes vacant, the remaining directors in office, though less
than  a  quorum,  may  appoint, by a majority vote, any qualified person to fill
such  vacancy,  who  shall  hold  office  for  the  unexpired term and until his
successor  shall  be  duly  chosen.

SECTION  4.     REMOVAL.  Any director or directors may be removed either for or
without  cause  at any time by the affirmative vote of the holders of a majority
of  all  the  shares  of  stock  outstanding  and entitled to vote, at a special
meeting  of  the  stockholders  called  for that purpose, and the vacancies thus
created  may  be  filled, at the meeting held for the purpose of removal, by the
affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION  5.     INCREASE OF NUMBER.  The number of directors may be increased by
amendment  of  these  By-Laws  by  the  affirmative  vote  of  a majority of the
directors,  though  less than a quorum, or by the affirmative vote of a majority
in  interest  of the stockholders, at the annual meeting or at a special meeting
called for that purpose, and by like vote the additional directors may be chosen
at  such  meeting  to hold office until the next annual election and until their
successors  are  elected  and  qualify.

SECTION  6.     COMPENSATION.  Directors shall not receive any stated salary for
their  services  as  directors or as members of committees, but by resolution of
the  board  a fixed fee and expenses of attendance may be allowed for attendance
at  each  meeting.  Nothing  herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer, agent
or  otherwise,  and  receiving  compensation  therefor.

SECTION  7.     ACTION  WITHOUT MEETING.  Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting, if prior to such action a written consent thereto is
signed  by  all  members of the board, or of such committee, as the case may be,
and  such  written consent is filed with the minutes of proceedings of the board
or  committee.

                              ARTICLE IV - OFFICERS

SECTION  1.  OFFICERS.  The  officers  of  the  corporation  shall  consist of a
President,  a  Treasurer  and  a Secretary, and shall be elected by the Board of
Directors  and  shall  hold  office  until  their  successors  are  elected  and
qualified. In addition, the Board of Directors may elect a Chairman, one or more
Vice-Presidents,  and  such Assistant Secretaries and Assistant Treasurers as it
may  deem proper. None of the officers of the Corporation need be directors. The
officers  shall  be elected at the first meeting of the Board of Directors after
each  annual  meeting.  Any  number  of  offices may be held by the same person.

SECTION  2.     OTHER  OFFICERS  AND AGENTS.  The Board of Directors may appoint
such  officers and agents as it may deem advisable, who shall hold their offices
for such terms and shall exercise such power and perform such duties as shall be
determined  from  time  to  time  by  the  Board  of  Directors.

SECTION  3.     CHAIRMAN.  The  Chairman  of  the  Board of Directors, if one be
elected,  shall  preside at all meetings of the Board of Directors and he or she
shall have and perform such other duties as from time to time may be assigned to
him  by  the  Board  of  Directors.

SECTION 4.     PRESIDENT.  The President shall be the chief executive officer of
the  corporation and shall have the general powers and duties of supervision and
management  usually  vested  in the office of President of a corporation.  He or
she shall preside at all meetings of the stockholders if present thereat, and in
the  absence  or  non-election of the Chairman of the Board of Directors, at all
meetings  of  the  Board  of  Directors,  and  shall  have  general supervision,
direction  and  control of the business of the corporation.  Except as the Board
of  Directors  shall authorize the execution thereof in some other manner, he or
she  shall  execute  bonds,  mortgages,  and  other  contracts  in behalf of the
corporation,  and shall cause the seal to be affixed to any instrument requiring
it  and  when  so  affixed  the  seal  shall be attested by the signature of the
Secretary  or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION  5.     VICE-PRESIDENT.  Each  Vice-President shall have such powers and
shall  perform  such  duties  as  shall be assigned him or her by the directors.

SECTION 6.     TREASURER.  The Treasurer shall have the custody of the corporate
funds  and  securities  and shall keep full and accurate account of receipts and
disbursements  in  books  belonging to the corporation.  He or she shall deposit
all  moneys and other valuables in the name and to the credit of the corporation
in  such  depositories  as  may  be  designated  by  the  Board  of  Directors.
The  Treasurer  shall disburse the funds of the corporation as may be ordered by
the  Board  of  Directors,  or  the  President,  taking proper vouchers for such
disbursements.  He  or  she shall render to the President and Board of Directors
at  the regular meetings of the Board of Directors, or whenever they may request
it,  an account of all his or her transactions as Treasurer and of the financial
condition  of the corporation.  If required by the Board of Directors, he or she
shall  give  the  corporation  a  bond  for the faithful discharge of his or her
duties  in  such  amount  and  with  such  surety  as the board shall prescribe.

SECTION  7.     SECRETARY.  The  Secretary  shall  give,  or  cause to be given,
notice  of  all  meetings  of  stockholders and directors, and all other notices
required  by  law  or  by  these  By-Laws,  and in case of his or her absence or
refusal  or  neglect  to  do  so,  any  such  notice  may be given by any person
thereunto  directed by the President, or by the directors, or stockholders, upon
whose requisition the meeting is called as provided in these By-Laws.  He or she
shall  record  all  the  proceedings  of  the meetings of the corporation and of
directors in a book to be kept for that purpose, and shall affix the same to all
instruments requiring it, when authorized by the directors or the President, and
attest  the  same.

SECTION  8.  ASSISTANT  TREASURERS & ASSISTANT SECRETARIES. Assistant Treasurers
and  Assistant  Secretaries, if any, shall be elected and shall have such powers
and shall perform such duties as shall be assigned to them, respectively, by the
directors.

                                    ARTICLE V

SECTION 1. CERTIFICATES OF STOCK. Every holder of stock in the corporation shall
be  entitled to have a certificate, signed by, or in the name of the corporation
by, the chairman or vice-chairman of the board of directors, or the president or
a  vice-president  and the treasurer or an assistant treasurer, or the secretary
of  the  corporation,  certifying  the  number  of  shares  owned  by him in the
corporation. If the corporation shall be authorized to issue more than one class
of stock or more than one series of any class, the designations, preferences and
relative, participating, optional or other special rights of each class of stock
or  series  thereof and the qualifications, limitations, or restrictions of such
preferences  and/or  rights shall be set forth in full or summarized on the face
or  back  of the certificate which the corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in section
202  of  the  General  Corporation  Law  of  Delaware,  in lieu of the foregoing
requirements,  there  may  be  set  forth on the face or back of the certificate
which  the corporation shall issue to represent such class or series of stock, a
statement  that  the corporation will furnish without charge to each stockholder
who  so  requests  the  powers,  designations,  preferences  and  relative,
participating, optional or other special rights of each class of stock or series
thereof  and the qualifications, limitations or restrictions of such preferences
and/or  rights.  Where  a  certificate  is countersigned (1) by a transfer agent
other than the corporation or its employee, or (2) by a registrar other than the
corporation  or its employee, the signatures of such officers may be facsimiles.

SECTION  2.     LOST  CERTIFICATES.  New  certificates of stock may be issued in
the  place  of  any  certificate therefore issued by the corporation, alleged to
have been lost or destroyed, and the directors may, in their discretion, require
the  owner  of  the  lost  or  destroyed  certificate  or  his  or  her  legal
representatives, to give the corporation a bond, in such sum as they may direct,
not  exceeding  double  the  value  of  the  stock, to indemnify the corporation
against  it  on  account  of  the  alleged  loss  of  any  such new certificate.

SECTION 3.     TRANSFER OF SHARES.  The shares of stock of the corporation shall
be transferable only upon its books by the holders thereof in person or by their
duly  authorized  attorneys or legal representatives, and upon such transfer the
old certificates shall be surrendered to the corporation by the delivery thereof
to  the person in charge of the stock and transfer books and ledgers, or to such
other  persons  as the directors may designate, by whom they shall be cancelled,
and  new certificates shall thereupon be issued.  A record shall be made of each
transfer  and whenever a transfer shall be made for collateral security, and not
absolutely,  it  shall  be  so  expressed  in  the  entry  of  the  transfer.

SECTION  4.     STOCKHOLDERS  RECORD  DATE.  In  order  that the corporation may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders  or  any  adjournment  thereof,  or to express consent to corporate
action  in  writing  without  a  meeting,  or entitled to receive payment of any
dividend  or  other  distribution  or  allotment  of  any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for  the  purpose of any other lawful action, the Board of Directors may fix, in
advance,  a  record  date, which shall not be more than sixty (60) nor less than
ten  (10)  days  before  the  day of such meeting, nor more than sixty (60) days
prior  to  any other action.  A determination of stockholders of record entitled
to  notice  of  or  to  vote  at  a  meeting  of stockholders shall apply to any
adjournment  of  the meeting; provided, however, that the Board of Directors may
fix  a  new  record  date  for  the  adjourned  meeting.

SECTION  5.     DIVIDENDS.  Subject  to  the  provisions  of  the Certificate of
Incorporation  the  Board  of  Directors  may,  out  of  funds legally available
therefor,  at any regular or special meeting, declare dividends upon the capital
stock  of the corporation as and when they deem expedient.  Before declaring any
dividends  there  may be set apart out of any funds of the corporation available
for  dividends,  such  sum  or  sums as the directors from time to time in their
discretion  deem  proper  working  capital  or  as  a  reserve  fund  to  meet
contingencies  or  for  equalizing  dividends  or for such other purposes as the
directors  shall  deem  conducive  to  the  interests  of  the  corporation.

SECTION  6.     SEAL.  The  corporate  seal  shall be circular in form and shall
contain  the  name  of  the  corporation, the year of its creation and the words
"CORPORATE  SEAL  DELAWARE."  Said seal may be used by causing it or a facsimile
thereof  to  be  impressed  or  affixed  or  otherwise  reproduced.

SECTION  7.     FISCAL  YEAR.  The  fiscal  year  of  the  corporation  shall be
determined  by  resolution  of  the  Board  of  Directors.

SECTION  8.     CHECKS.  All  checks, drafts, or other orders for the payment of
money,  notes  or  other  evidences  of  indebtedness  issued in the name of the
corporation  shall be signed by such officer or officers, agent or agents of the
corporation,  and  in  such  manner  as shall be determined from time to time by
resolution  of  the  Board  of  Directors.

SECTION  9.     NOTICE AND WAIVER OF NOTICE.  Whenever any notice is required by
these By-Laws to be given, personal notice is not meant unless expressly stated,
and  any  notice  so  required  shall  be  deemed  to  be sufficient if given by
depositing the same in the United States mail, postage prepaid, addressed to the
person  entitled  thereto  at  his  address  as it appears on the records of the
corporation,  and  such  notice shall be deemed to have been given on the day of
such  mailing.  Stockholders  not  entitled  to  vote  shall  not be entitled to
receive  notice  of  any  meetings  except  as  otherwise  provided  by statute.
Whenever any notice whatever is required to be given under the provisions of any
law,  or  under  the  provisions  of  the  Certificate  of  Incorporation of the
corporation  or  these By-Laws, a waiver thereof in writing signed by the person
or  persons  entitled  to  said  notice, whether before or after the time stated
therein,  shall  be  deemed  proper  notice.

                   ARTICLE VI - INDEMNIFICATION OF DIRECTORS,
                                OFFICERS AND OTHERS

SECTION  1.  RIGHT  TO INDEMNIFICATION. The Corporation shall indemnify and hold
harmless,  to  the  fullest  extent  permitted by applicable law as it presently
exists  or  may  hereafter  be  amended,  any  person  who  was or is made or is
threatened  to  be  made a party or is otherwise involved in any action, suit or
proceeding,  whether  civil,  criminal,  administrative  or  investigative  (a
"proceeding")  by  reason  of  the  fact that he, or a person for whom he is the
legal  representative,  is or was a director or officer of the Corporation or is
or  was  serving  at  the  request  of  the  Corporation as a director, officer,
employee  or  agent  of  another corporation or of a partnership, joint venture,
trust,  enterprise  or  nonprofit  entity,  including  service  with  respect to
employee  benefit  plans,  against  all liability and loss suffered and expenses
(including  attorneys' fees) reasonably incurred by such person. The Corporation
shall be required to indemnify a person in connection with a proceeding (or part
thereof)  initiated by such person only if such proceeding (or part thereof) was
authorized  by  the  Board  of  Directors  of  the  corporation.

SECTION  2.  PAYMENT  OF  EXPENSES.  The Corporation may, in its discretion, pay
the expenses (including attorneys' fees) incurred in defending any proceeding in
advance  of  its  final  disposition,  provided,  however,  that  the payment of
expenses  incurred  by a director or officer in advance of the final disposition
of  the  proceeding  shall  be  made  only upon receipt of an undertaking by the
director  or  officer  to  repay all amounts advanced if it should ultimately be
determined  that the director or officer is not entitled to be indemnified under
this  Article  or  otherwise.

SECTION 3.  CLAIMS.  If a claim for indemnification or payment of expenses under
this  Article  is  not  paid  in  full  within  sixty days after a written claim
therefor  has  been  received  by the Corporation, the claimant may file suit to
recover  the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim.  In any such
action  the  Corporation  shall have the burden of proving that the claimant was
not  entitled  to  the  requested  indemnification  or payment of expenses under
applicable  law.

SECTION  4.  NON-EXCLUSIVITY  OF  RIGHTS.  The rights conferred on any person by
this Article VI shall not be exclusive of any other rights which such person may
have  or  hereafter  acquire  under any statute, provision of the certificate of
incorporation,  these  bylaws,  agreement, vote of stockholders or disinterested
directors  or  otherwise.

SECTION  5.  OTHER  INDEMNIFICATION.  The  Corporation's  obligation, if any, to
indemnify  any  person  who  was  or  is  serving  at its request as a director,
officer,  employee  or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may  collect  as indemnification from such other corporation, partnership, joint
venture,  trust,  enterprise  or  nonprofit  entity.

SECTION  6.  AMENDMENT  OR  REPEAL.  Any repeal or modification of the foregoing
provisions of this Article VI shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
time  of  such  repeal  or  modification.

SECTION  7.     DEFINITION  OF  CORPORATION.  For  purposes  of  this Article VI
reference  to  "the corporation" includes all constituent entities absorbed in a
consolidation or merger as well as the resulting or surviving entity so that any
person  who  is  or was a director or officer of such a constituent entity shall
stand  in the same position under the provisions of this Article with respect to
the  resulting  or  surviving  entity  in  the  same  capacity.

                            ARTICLE VII - AMENDMENTS

These  By-Laws may be altered and repealed and By-Laws may be made at any annual
meeting  of the stockholders or at any special meeting thereof if notice thereof
is  contained in the notice of such special meeting by the affirmative vote of a
majority  of the stock issued and outstanding or entitled to vote thereat, or by
the  action  of  the  Board of Directors, at any regular meeting of the Board of
Directors,  or  at  any  special  meeting  of  the Board of Directors, if notice
thereof  is  contained  in  the  notice  of  such  special  meeting.