UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549
                                    FORM 10-Q

 X   QUARTERLY  REPORT  PURSUANT  TO  SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE  ACT  OF  1934

FOR  THE  QUARTERLY  PERIOD  ENDED   September  30,  2001
                                   -----------------------

COMMISSION  FILE  NUMBER   1-8824
                         ---------

                         CLAYTON  HOMES,  INC.

             (Exact name of registrant as specified in its charter)

Delaware                                62-1671360
-----------------------------------     -----------------------------------
(State  or  other  jurisdiction  of     (I.R.S.  Employer  Identification
 incorporation  or  organization)        Number)

5000  Clayton  Road
Maryville,  Tennessee                    37804
-----------------------------------     -----------------------------------
(Address of  principal                  (zip  code)
 executive  offices)

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

    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 the number of shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest  practicable  date.

    Shares  of  common  stock  $.10 par value, outstanding on September 30, 2001
-137,268,992.

                                        1







                        CLAYTON HOMES, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF INCOME
       (Unaudited - in thousands except per share data)

                                          Three Months Ended
                                             September 30,

                                            2001       2000
                                          ---------  --------
                                               
REVENUES
Net sales                                 $227,503   $229,908
Financial services                          61,026     53,227
Rental and other income                     17,541     17,672
                                          ---------  --------
Total revenues                             306,070    300,807
                                          ---------  --------
COSTS AND EXPENSES
Cost of sales                              149,099    153,631
Selling, general and administrative         96,162     94,361
Financial services interest                    127        207
Provision for credit losses                 13,560      7,200
                                          ---------  --------
Total expenses                             258,948    255,399
                                          ---------  --------
OPERATING INCOME                            47,122     45,408
Interest income (expense), net and other    (5,002)       574
                                          ---------  --------
Income before income taxes                  42,120     45,982
Provision for income taxes                  15,600     17,000
                                          ---------  --------
Net income                                $ 26,520   $ 28,982
                                          =========  ========
NET INCOME PER COMMON SHARE
Basic                                     $   0.19   $   0.21
Diluted                                       0.19       0.21
DIVIDENDS PAID PER COMMON SHARE           $      -   $  0.016
AVERAGE SHARES OUTSTANDING
Basic                                      138,030    137,519
Diluted                                    139,129    137,838




                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

                                                       (unaudited)   (audited)
                                                       September 30,  June 30,
                                                           2001         2001
                                                        ----------  ----------
                                                              
ASSETS
Cash and cash equivalents                               $   93,289  $   47,763
Trade receivables                                           12,386      14,683
Other receivables, net                                     593,639     657,224
Residual interests in installment contract receivables     176,335     170,122
Inventories                                                173,828     185,695
Property, plant and equipment, net                         308,496     309,438
Other assets                                               250,468     269,245
                                                        ----------  ----------
Total assets                                            $1,608,441  $1,654,170
                                                        ==========  ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities                $  108,333  $  118,057
Debt obligations                                            95,292     141,862
Other liabilities                                          237,073     246,773
                                                        ----------  ----------
Total liabilities                                          440,698     506,692
SHAREHOLDERS' EQUITY
Accumulated other comprehensive income                      11,023       8,949
Other shareholders' equity                               1,156,720   1,138,529
                                                        ----------  ----------
Total shareholders' equity                               1,167,743   1,147,478
                                                        ----------  ----------
Total liabilities and shareholders' equity              $1,608,441  $1,654,170
                                                        ==========  ==========
(See accompanying notes to the condensed consolidated financial statements)


                                        2





                                  CLAYTON HOMES, INC.
                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited  -  in  thousands)

                                                                        Three Months Ended
                                                                           September 30,
                                                                          2001        2000
                                                                       ----------  ----------
                                                                             
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                             $  26,520   $  28,982
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization                                              5,089       5,569
Amortization of installment contract receivables, net of gain on sale        998       5,058
Provision for credit losses                                               13,560       7,200
Deferred income taxes                                                     (3,190)     (3,310)
Decrease (increase) in other receivables, net                            (16,242)     10,752
Decrease in inventories                                                   11,867      12,554
Decrease in accounts payable, accrued liabilities, and other             (24,995)    (27,437)
                                                                       ----------  ----------
Cash provided by operations                                               13,607      39,368
Origination of installment contract receivables                         (217,390)   (201,226)
Proceeds from sales of originated installment contract receivables       235,035     245,511
Principal collected on originated installment contract receivables        14,473       8,854
                                                                       ----------  ----------
Net cash provided by operating activities                                 45,725      92,507

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of installment contract receivables                          (59,759)   (127,251)
Proceeds from sales of acquired installment contract receivables          92,096      19,010
Principal collected on acquired installment contract receivables           7,083       5,894
Acquisition of property, plant and equipment                              (4,147)     (9,625)
Decrease in restricted cash and investments                               19,371      10,407
                                                                       ----------  ----------
Net cash provided by (used in) investing activities                       54,644    (101,565)

CASH FLOWS FROM FINANCING ACTIVITIES
Dividends                                                                      -      (2,368)
Repayment of debt obligations                                            (46,570)       (793)
Issuance of stock for incentive plans and other                            1,364         808
Repurchase of common stock                                                (9,637)       (482)
                                                                       ----------  ----------
Net cash used in financing activities                                    (54,843)     (2,835)
                                                                       ----------  ----------

Net increase (decrease) in cash and cash equivalents                      45,526     (11,893)
Cash and cash equivalents at beginning of period                          47,763      43,912
                                                                       ----------  ----------
Cash and cash equivalents at end of period                             $  93,289   $  32,019
                                                                       ==========  ==========
(See accompanying notes to the condensed consolidated financial statements)


                                        3


                               CLAYTON HOMES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.     The  condensed  consolidated  financial statements of Clayton Homes, Inc.
and  its wholly and majority owned subsidiaries (the Company) have been prepared
by  the  Company,  without  audit,  pursuant to the rules and regulations of the
Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  generally  accepted accounting principles have been omitted. The condensed
consolidated  financial  statements  should  be  read  in  conjunction  with the
financial  statements  and notes thereto included in the Company's Annual Report
to  Shareholders  for  the  year  ended  June  30,  2001.

The  information  furnished  reflects  all adjustments which are necessary for a
fair  presentation of the Company's financial position as of September 30, 2001,
the  results  of  its  operations and its cash flows for the three month periods
ended  September  30,  2001  and  2000.  All  such  adjustments  are of a normal
recurring  nature.

2.     The  results  of operations for the three months ended September 30, 2001
are  not necessarily indicative of the results to be expected for the respective
full  year.

3.  In  April 2001, the Company adopted Emerging Issues Task Force (EITF) 99-20,
Recognition  of Interest Income and Retained Beneficial Interests in Securitized
Financial  Assets.  Under the new guidelines, the Company evaluated the expected
future  cash  flows  from  its available-for-sale interest-only securities on an
disaggregate  security  by  security  basis  and  determined  that  there  was a
favorable difference in estimated cash flows of $1.8 million ($1.1 million after
tax)  for  the  quarter  ended September 30, 2001. This favorable adjustment has
been  recorded  as  an  element  of  accumulated  other  comprehensive  income.

4.     The  Company follows the provisions of SFAS 140, Accounting for Transfers
and  Servicing  of  Financial Assets and Extinguishments of Liabilities. The key
economic  assumptions  used  in  the  valuation of the residual interest for the
securitization  completed  during  the quarter were: prepayment speed of 300% of
the  MHP  model,  weighted average life of 4.52 years, expected credit losses of
1.98%  and  residual  cash  flow  discount  rate  of  15.75%.  The  key economic
assumptions  used  in the valuation of the existing portfolio generally remained
the  same  as  those  used  at  June  30,  2001.

5.     The  Company has $75 million of 6.25% Senior Notes due December 30, 2003,
the proceeds of which are primarily used to facilitate the purchase, origination
and  warehousing  of  loan  portfolios.  The  Senior Notes are guaranteed by all
significant  subsidiaries  of  the Company and are governed by various financial
covenants  which  require  maintenance  of  certain  financial  ratios.

A  committed  one-year  $150  million  participation  facility  is  available to
facilitate  the  sale  of  manufactured housing contracts.  The facility was not
utilized  as  of  September  30,  2001.

                                        4


                               CLAYTON HOMES, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

6.  The  changes  in  accumulated other comprehensive income were reflected by a
$1.1  million  after tax unrealized gain on residual interests as well as a $1.0
million  after  tax  unrealized  gain  on  securities  available-for  sale.

7.     The following reconciliation details the numerators and denominators used
to  calculate  basic  and diluted earnings per share for the respective periods:



                                             Three Months Ended
                                                 September 30,
(in thousands except per share data)           2001          2000
                                             --------      --------
                                                    
Net income                                    $26,520      $ 28,982
Average shares outstanding
  Basic                                       138,030       137,519
  Add:  common stock equivalents (1)            1,099           319
                                              -------       -------
  Diluted                                     139,129       137,838
Net income per common share
  Basic                                         $0.19         $0.21
  Diluted                                       $0.19         $0.21
(1)  Common stock equivalents are principally stock options.



8.     In  June  2001,  the  FASB  issued Statement No. 141 (SFAS 141), Business
Combinations,  and  Statement  No. 142 (SFAS 142), Goodwill and Other Intangible
Assets.  SFAS  141  supercedes  APB  16, Business Combinations, and requires the
purchase method of accounting for all business combinations initiated after June
30,  2001.  SFAS 142 supercedes APB 17, Intangible Assets and primarily requires
that  goodwill and indefinite lived intangible assets no longer be amortized and
will  be tested for impairment at least annually at a reporting unit level. SFAS
142  is  effective  for  fiscal  years  beginning  after  December 15, 2001. The
adoption  of SFAS 141 had no effect and the adoption of SFAS 142 is not expected
to  have  a  material  impact  on  the Company's reported results of operations,
financial  position  or  cash  flows.

In June 2001, the FASB issued Statement No. 143 (SFAS 143), Accounting for Asset
Retirement  Obligations.  SFAS 143 requires that obligations associated with the
retirement  of  a  tangible  long-lived asset to be recorded as a liability when
those  obligations  are  incurred,  with  the  amount of the liability initially
measured  at fair value. SFAS 143 will be effective for financial statements for
fiscal  years  beginning  after June 15, 2002 (early application is encouraged).
Adoption  of  this  statement  is  not expected to have a material impact on the
Company's  reported  results  of  operations,  financial position or cash flows.

In  October  2001,  the FASB issued Statement No. 144 (SFAS 144), Accounting for
the  Impairment  or  Disposal of Long-Lived Assets. SFAS 144 supercedes SFAS 121
and  applies  to  all  long-lived assets (including discontinued operations) and
consequently  amends  Accounting  Principles  Board  Opinion  No.  30  (APB 30),
Reporting  Results  of Operations Reporting the Effects of Disposal of a Segment
of  a Business. SFAS 144 requires that long-lived assets that are to be disposed
of  by  sale  be  measured at the lower of book value or fair value less cost to
sell.
                                        5


                               CLAYTON HOMES, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

SFAS 144 is effective for financial statements issued for fiscal years beginning
after  December  15,  2001  and,  generally,  its  provisions  are to be applied
prospectively.  Adoption  of  this  statement is not expected to have a material
impact  on  the  Company's reported results of operations, financial position or
cash  flows.

9.     The  Company  operates  primarily  in  four  business  segments:  Retail,
Manufacturing,  Financial  Services  and  Communities.  The  following  table
summarizes  information  with respect to the Company's business segments for the
three-month  periods  ended  September  30,  2001  and  2000:



                                           Three Months Ended
                                              September 30,
(in thousands)                             2001               2000
                                       -----------        -----------
                                                    
REVENUES
  Retail                               $  175,397         $  173,245
  Manufacturing                           131,519            131,634
  Financial Services                       49,649             42,812
  Communities                              20,425             22,600
  Intersegment sales                      (70,920)           (69,484)
                                       -----------        -----------
      Total revenues                   $  306,070         $  300,807
                                       ===========        ===========

INCOME FROM OPERATIONS
  Retail                               $    8,135         $    8,167
  Manufacturing                            12,151             11,307
  Financial Services                       25,844             23,883
  Communities                               2,830              3,454
  Eliminations/Other                       (1,838)            (1,403)
                                       -----------        -----------
      Total income from operations     $    47,122         $   45,408
                                       ===========        ===========

CAPITAL EXPENDITURES
  Retail                                $    1,283         $    2,168
  Manufacturing                                898              1,326
  Financial Services                           274                 93
  Communities                                1,346              6,394
  Eliminations/Other                           346               (356)
                                       -----------        -----------
      Total capital expenditures        $    4,147         $    9,625
                                       ===========        ===========

                                   As of September 30,    As of June 30,
                                            2001               2001
                                       -----------        -----------
IDENTIFIABLE ASSETS
  Retail                                $  239,408         $  255,793
  Manufacturing                             75,460             82,616
  Financial Services                       989,685          1,080,416
  Communities                              193,299            191,802
  Eliminations/Other                       110,589             43,543
                                       -----------        -----------
      Total identifiable assets         $1,608,441         $1,654,170
                                       ===========        ===========


                                        6


PART  I  -  -  FINANCIAL  INFORMATION

ITEM  1.       Financial  Statements.
               ---------------------

               See  pages  2  through  6.

ITEM  2.       Management's Discussion and Analysis of Financial Condition and
               ---------------------------------------------------------------
               Results of Operations.
               -----------------------

THREE  MONTHS  ENDED  SEPTEMBER  30,  2001:

The  following  table  reflects  the  percentage changes in retail sales for the
Company's  retail and community sales centers and wholesale sales to independent
retailers.  It  also  reflects  percentage  changes  in  the  average  number of
Company-owned retail centers, communities and independent retailers, the average
sales  per  location,  and  the  average  price  per home sold in each category.



                                          First Three Months
                                       Fiscal Year 2001 vs 2000
                                       -------------------------
                                    
Retail
  Dollar sales                                    + 0.8%
  Number of retail centers                        - 6.8%
  Dollar sales per retail center                  + 8.1%
  Price of home                                   + 5.6%

Wholesale
  Dollar sales                                    - 2.1%
  Number of independent retailers                 - 9.0%
  Dollar sales per independent retailer           + 7.6%
  Price of home                                   +10.7%

Communities
  Dollar sales                                    -23.7%
  Number of communities                           + 5.9%
  Dollar sales per community                      -27.9%
  Price of home                                   - 1.1%


Total  revenues  for  the three months ended September 30, 2001, increased 2% to
$306  million, which consisted of a 1% decrease in manufactured housing sales to
$228  million,  a 15% increase in financial services income to $61 million and a
1%  decrease  in  rental  and  other  income  to  $18  million.

Manufactured  housing  industry conditions remain highly competitive at both the
retail  and  wholesale  levels.  This  competitive  environment,  as  well as an
increase in industry foreclosures and aging retail inventory, has contributed to
decreased industry and Company sales and significant closings of industry retail
stores.

The  Retail  group experienced an increase in net sales of 1% to $159 million as
the  average home price increased 6%, the average number of homes sold per sales
center increased 2%, and the number of Company-owned sales centers decreased 7%.
In  addition,  net  sales  of  the  Manufacturing  group  to

                                        7


independent  retailers decreased 2% to $61 million, and the number of homes sold
decreased  12%  to  2,340.   The Communities group net sales decreased 24% to $8
million  as  23%  fewer  homes  were  sold  and  the  average home selling price
decreased  1%.

Within  the  Financial  Services  segment,  interest and loan servicing revenues
increased  $3  million,  and insurance related revenues rose $1 million.  Rental
and  other  income  decreased  1%  while  Communities  rental  income  rose  2%.

Loans  sold  through  issuance  of  asset-backed securities totaled $400 million
(including pre-funding of $73 million), compared to $265 million during the same
period  last  year.  Debt  collateralized  by  installment  contract receivables
dropped  40% to an average of $5 million, and the weighted average interest rate
increased  to  10.8%  from  10.6%.

Gross profit margins increased to 34.5% from 33.2%.  This increase was partially
attributable  to a shift in mix towards multi-sectional homes.  Selling, general
and administrative expenses, as a percent of revenues, remained steady at 31.4%.
The  increase  in  the  provision  for  credit  losses  was primarily due to the
additional  number  of  contracts in foreclosure from the same period last year.

Interest  and other expense increased $5.6 million to $5 million.  This increase
was attributable to falling interest rates which adversely impacted the value of
the  Company's interest rate swaps. During the quarter ended September 30, 2001,
there  was  an unfavorable mark-to-market adjustment of $3.9 million relating to
the swaps.  In the  comparable  quarter  last  year,  there  was  a $1.7 million
mark-to-market favorable swap adjustment.

The  following  table represents delinquent installment sales contracts and loan
agreements  as  a  percentage of the total number of installment sales contracts
which  the  Company  services  and  either  owns or for which it is contingently
liable.  A  contract  is  considered  delinquent if any payment is more than one
month  past  due.



                                                              September 30,
                                                             2001      2000
                                                             -----     -----
                                                                 
Total delinquency as a percentage of contracts outstanding:
   All contracts                                             4.14%     3.30%
   Contracts originated by VMF                               3.71%     2.71%
   Contracts acquired from other institutions                6.45%     6.09%


                                        8


The  following  table  sets  forth information related to loan loss/repossession
experience  for  all  installment  contract receivables which the Company either
owns  or  for  which  it  is  contingently  liable.



                                              Three Months Ended
                                                 September 30,
                                                2001       2000
                                               ------     ------
                                              
Net losses as a percentage of average
 loans outstanding (annualized):
   All contracts                                  2.0%     1.5%
   Contracts originated by VMF                    2.1%     1.5%
   Contracts acquired from other institutions     1.6%     1.4%

Number of contracts in repossession:
   All contracts                                 2,899    2,557
   Contracts originated by VMF                   2,443    2,083
   Contracts acquired from other institutions      456      474

Total number of contracts in repossession
  as a percentage of total contracts              2.1%     1.9%



The  overall  decrease  in  inventories  as of September 30, 2001, from June 30,
2001,  is  explained  as  follows:






Manufacturing                         Increase (decrease)
-------------                        --------------------
                                   
Finished goods                             $  1.3
Raw materials                                (6.7)

Retail
------
Decrease in inventory levels  at 296
   Company-owned retail centers open at
   June 30, 2001                             (8.2)

Communities
-----------
Increase in inventory levels at 81
   Communities open at June 30, 2001          1.7
                                      --------------------
                                           $(11.9)
                                      ====================


On September 30, 2001, the order backlog for the Manufacturing group (consisting
of  Company-owned  and independent retailer orders) increased to $43 million, as
compared  to  $18  million  for  the  same  period  last  year.

                                        9



Liquidity  and  Capital  Resources
----------------------------------

Cash  at  September 30, 2001, was $93 million as compared to $48 million at June
30, 2001.  The Company anticipates meeting cash requirements with cash flow from
operations,  revolving credit lines, a participation facility, senior notes, and
sales  of  installment  contract  and  mortgage  loan  receivables.

The  Company's  debt  to capital ratio was 8% at September 30, 2001. The Company
had  debt  outstanding of $95 million and $142 million at September 30, 2001 and
June  30, 2001, respectively. This reduction of debt resulted from the Company's
$400 million ABS transaction in August, 2001. Short-term debt available consists
of  $165  million  committed and $71 million uncommitted lines of credit.  These
lines of credit do not require collateral and are based on LIBOR.  The committed
credit  lines  are guaranteed by all significant subsidiaries of the Company and
are governed by various financial covenants which require maintenance of certain
financial  ratios.

The  Company  has  $75  million  of  6.25%  Senior  Notes due December 30, 2003,
proceeds of which are used primarily to facilitate the purchase, origination and
warehousing  of  loan  portfolios.  The  Senior  Notes  are  guaranteed  by  all
significant  subsidiaries  of  the Company and are governed by various financial
covenants  which  require  maintenance  of  certain  financial  ratios.

A  committed  one  year  $150  million  participation  facility  is available to
facilitate  the  sale  of  manufactured housing contracts.  The facility was not
utilized  at  September 30, 2001.  The Company owns its inventory;  therefore no
floorplanning  arrangements  are  necessary.

Forward  Looking  Statements
----------------------------

Certain  statements  in  this quarterly report are forward looking as defined in
the  Private  Securities Litigation Reform Law. These statements involve certain
risks  and uncertainties that may cause actual results to differ materially from
expectations  as  of  the date of this report. These risks fall generally within
three broad categories consisting of industry factors, management expertise, and
government policy and economic conditions. Industry factors include such matters
as  potential  periodic  inventory  adjustments  by both captive and independent
retailers,  availability  of wholesale and retail financing, general or seasonal
weather  conditions  affecting sales and revenues, catastrophic events impacting
insurance  costs,  cost of labor and/or raw materials and industry consolidation
trends  creating  fewer,  but  stronger,  competitors  capable  of  sustaining
competitive  pricing  pressures.

Management  expertise  and  experience affects its overall ability to anticipate
and  meet consumer preferences, maintain successful marketing programs, continue
quality  manufacturing  output,  keep  a  strong  cost management oversight, and
achieve  stable  results  from  its  securitization  activities.

Lastly,  management  has  little  control  over  government  policy and economic
conditions  such  as  prevailing  interest  rates,  capital  market  liquidity,
government  monetary  policy,  stable  regulation  of  manufacturing  standards,
consumer  confidence,  favorable trade policies, and general prevailing economic
and  employment  conditions.

                                       10


PART  II  - -  OTHER  INFORMATION

ITEM  1  -     There  were  no  reportable  events  for  Items  1  through  5.

ITEM  6  -     Exhibits  and  Reports  for  Form  8-K.
               ---------------------------------------

(a)  Reports  on  Form  8-K.

Clayton  Homes,  Inc./Vanderbilt  Mortgage  &  Finance,  Inc. Senior Subordinate
Pass-Through  Certificates  Series  2001B.  Filed  August  14,  2001.

Clayton  Homes,  Inc./  Vanderbilt  Mortgage  &  Finance,  Inc. incorporation of
financial statements of Clayton Homes, Inc. into registration statement file no.
333-57532  pertaining  to  Senior  Subordinate  Pass-Through Certificates Series
2001B.  Filed  August  24,  2001.

Clayton  Homes,  Inc./ Vanderbilt Mortgage & Finance, Inc. pooling and servicing
agreement  pertaining  to  Senior  Subordinate  Pass-Through Certificates Series
2001B.  Filed  September  6,  2001.

                                       11


                               CLAYTON HOMES, INC.
                               -------------------

                                   SIGNATURES
                                   ----------

Pursuant  to  the  requirements  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.


                              CLAYTON  HOMES,  INC.
                              ---------------------
                              (Registrant)

Date:          November 13,  2001      /s/  Kevin T. Clayton
               -------------------     -----------------------
                                       Kevin T. Clayton
                                       Chief Executive Officer and President



Date:          November 13,  2001      /s/  John J. Kalec
               -------------------     -----------------------
                                       John J. Kalec
                                       Senior Vice President and
                                       Chief Financial Officer



Date:          November 13,  2001      /s/  Greg  A.  Hamilton
               -------------------     -----------------------
                                       Greg  A.  Hamilton
                                       Vice  President  and  Controller


                                       12