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                      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): November 15, 2001


                     VANDERBILT MORTGAGE AND FINANCE, INC.
                             VANDERBILT ABS CORP.
                              CLAYTON HOMES, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


  Vanderbilt - Tennessee
  Vanderbilt ABS Corp. - Del.
  Clayton Homes, Inc. - Del.             333-57532        62-0997810
- --------------------------------       ------------       ---------------
(State or Other Jurisdiction           (Commission        (I.R.S. Employer
     of Incorporation)                 File Number)       Identification No.)



500 Alcoa Trail
Maryville, Tennessee                                      37804
- ---------------------                                     ----------
(Address of Principal                                     (Zip Code)
  Executive Offices)


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


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Item 5.  Other Events
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Filing of Computational Materials.
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     In connection with the offering of the Vanderbilt Mortgage and Finance,
Inc. ("Vanderbilt") Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificates, Series 2001-C (the "Certificates"), Credit Suisse
First Boston Corporation and Bear, Stearns & Co. Inc., as the underwriters of
the Certificates (the "Underwriters") have provided certain materials (the
"Computational Materials") for distribution to potential investors. Although
the Company provided the Underwriters with certain information regarding the
characteristics of the collateral in the related portfolio, it did not
participate in the preparation of the Computational Materials. Concurrently
with the filing hereof, pursuant to Rule 311(h) of Regulation S-T, the Company
is filing the Computational Materials by paper filing on Form SE.

     For purposes of this Form 8-K, Computational Materials shall mean
computer generated tables and/or charts displaying, with respect to any Class
or Classes of Certificates, any of the following: yield; average life;
duration; expected maturity; interest rate sensitivity; loss sensitivity; cash
flow characteristics; background information regarding the Contracts; the
proposed structure; decrement tables; or similar information (tabular or
otherwise) of a statistical, mathematical, tabular or computational nature.
The Computational Materials provided by Credit Suisse First Boston Corporation
and Bear, Stearns & Co. Inc. are attached hereto as Exhibit 99.1.








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Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
         ------------------------------------------------------------------

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         99.1  Computational Materials Filed in accordance with Rule 311(h) of
               Regulation S-T on Form SE dated November 15, 2001.







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                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.

VANDERBILT MORTGAGE AND FINANCE, INC.



By      /s/ David Jordan
    -------------------------
    Name:   David Jordan
    Title:  Secretary



VANDERBILT ABS CORP.



By      /s/ David Jordan
    -------------------------
    Name:   David Jordan
    Title:  Secretary



CLAYTON HOMES, INC.



By      /s/ Amber Krupacs
    -------------------------
    Name:   Amber Krupacs
    Title:  Vice President


Dated:  November 14, 2001







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                                 Exhibit Index



Exhibit                                                         Page

99.1     Computational Materials









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                                 Exhibit 99.1
                            Computational Materials

      In accordance with Rule 311(h) of Regulation S-T, the Computational
    Materials are being filed on paper on Form SE dated November 15, 2001.