<PAGE>   1
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM 10-K

                  For Annual Report and Transition Reports
Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934

(Mark One)
( X )     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 [FEE REQUIRED]

     For the fiscal year ended December 31, 1996

                                     OR

(   )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     For the transition period from ___________________ to ___________________.

                       Commission File Number 2-67676

                                 C.M. CORP.

           (Exact name of registrant as specified in its charter)
 
         Delaware                                      59-1995931
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                    Identification Number)

       311 Park Place Boulevard, Suite 500, Clearwater, Florida 34619
        (Address of principal executive offices, including zip code)

                               (813) 791-2111
                             (Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  None

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 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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.

Aggregate market value of the voting stock held by non-affiliates of the 
registrant as of March 31, 1997:None

Number of shares outstanding of the registrant's common stock as of March 31,
1997:

                   Class                      Outstanding at March 31, 1997
     Common Stock, $1 par value                                1,000 shares
   Documents Incorporated by Reference

Registrant's prospectus, dated July 23, 1980 (Registration No. 2-67676), is 
incorporated by reference in Part I.

                                Page 1 of 60
           Exhibit Index Located on Pages 36 through 50


<PAGE>   2


                                   PART I

Item 1. Business

     General -

        C.M. Corp., a Delaware corporation (the "Company"), is a wholly-owned
     subsidiary of U.S. Home Mortgage Corporation ("Mortgage"), which in turn
     is a wholly-owned subsidiary of U.S. Home Corporation ("U.S. Home"). The
     Company was organized primarily to facilitate the financing of residential
     mortgage loans on single-family residences sold by U.S. Home through the
     purchase of such loans and the issuance and sale of mortgage-backed bonds.
     Since 1982, the Company has not engaged in activities other than
     activities with respect to the outstanding bonds and does not intend to
     engage in the purchase of loans or issuance and sale of additional
     mortgage-backed bonds or any other business activities.

        The Company's business is conducted from the offices of Mortgage in
     Clearwater, Florida.

        During the period from August 1, 1980 through July 31, 1981, pursuant
     to an Indenture, dated as of July 15, 1980, between the Company and The
     First National Bank of Chicago as Trustee (the "Trustee") as amended and
     supplemented (the "Indenture"), the Company issued and sold an aggregate
     principal amount of $100,000,000 of mortgage-backed bonds ("Bonds") of
     which $3,396,000 and $525,300 was outstanding at December 31, 1996 and
     March 31, 1997, respectively.

        Each series of Bonds was secured, at the time of issuance, by
     assignment to the Trustee of a separate security package consisting of
     pledged residential mortgage loans, the related primary and blanket
     mortgage insurance policies, the Company's rights under the applicable
     servicing agreement with Mortgage, as servicer, and a cash reserve fund.
     The foregoing is a summary of certain of the terms of the Bonds issued
     under the Indenture by the Company. Although certain of the terms may vary
     by series, each series of Bonds has substantially similar terms. A more
     complete description of the Bonds and security package may be found on
     pages 6 through 15 in the Company's prospectus dated July 23, 1980
     (Registration No. 2-67676) which is incorporated herein by reference.

     Event of Default -

        A significant number of conventional residential mortgage loans in
     which the Company invested in, and pledged to secure the Bonds, had high
     loan-to-value ratios and were secured by property located in
     energy-related areas, primarily in Texas, Colorado and Louisiana, which in
     the mid 1980's experienced a sharp decline in real estate values and high
     foreclosure rates. During 1987, the Company projected that, based on its
     recent accelerated claims experience, it would exhaust the blanket
     mortgage insurance coverage for the conventional mortgage pools securing
     each series of Bonds.

        The Company does not have, nor expect to have, any significant assets
     other than the mortgage loans, reserve funds and primary mortgage
     insurance policies pledged as collateral for each remaining series of
     Bonds. Accordingly, the Company's ability to pay the principal and
     interest on the Bonds when due depends on the ongoing cash flows and any
     liquidation proceeds generated by the pledged loans and funds available
     from the reserve funds and coverage under the primary mortgage insurance
     policies. Substantially all of the pledged mortgage loans are insured by
     primary mortgage insurance coverage for mortgagor payment defaults down to
     approximately 72% of the original value of the underlying properties on
     the date of origination of the loans.


<PAGE>   3


        Under the terms of the Indenture, the Company agreed to provide the
     Trustee with the periodic reports filed with the Securities and Exchange
     Commission ("SEC") and to provide an annual statement to the bondholders.
     However, the Company does not have, nor does it expect to have, the cash
     funds to pay for the costs and expenses of (a) the annual audit of its
     financial statements required to be included in the annual report filed
     with the SEC or (b) the annual statement to be provided to the
     bondholders. Accordingly, the accompanying financial statements and those
     included in the Company's annual reports filed with the SEC since 1991 are
     unaudited and the Company did not and no longer intends to provide annual
     statements to the bondholders which results in non-compliance with a
     covenant under the Indenture, permitting the Trustee or holders of 25% of
     the Bonds to accelerate their maturity.

        The remaining Series A and Series B Bonds have stated maturities of
     July 31, and August 31, 2000, respectively. On May 28, 1992, the Trustee
     notified the Company that an Event of Default (as defined in the
     Indenture) had occurred and declared the outstanding principal balance of
     all of the remaining Bonds issued under the Indenture to be immediately
     due and payable.

     Loan Sale -

        At the end of 1996, the Company obtained bids from unaffiliated
     investors/brokers to purchase the remaining loans pledged to secure the
     Bonds since most of these loans were current and had good recent payment
     histories. The Company requested the consent of the Trustee to sell the
     loans at an above par purchase price to the investor with the highest bid
     offering to purchase all of the loans which were not in foreclosure.

        The Trustee disclosed in Special Reports to the bondholders that prior
     to granting its consent to this proposed sale, the Trustee requested its
     mortgage banking affiliate, experienced in the sale of residential
     mortgage loans, to review the process by which the Company obtained the
     bids to determine if it was likely to have resulted in receipt of bids
     fairly reflecting the market for such loans and assess the fairness of the
     bid. The Trustee also stated this affiliate concluded that the bid
     solicitation process employed by the Company was appropriate and that the
     accepted bid was fair. Accordingly, the Trustee exercised its rights under
     Section 6.04 of the Indenture and consented to the sale.

        On February 7, 1997, the Company sold without recourse all of its
     mortgage loans to this investor except for one loan pledged to secure the
     Series B Bonds which is in the process of foreclosure. During February and
     March, 1997, the Trustee used the proceeds from this sale together with
     payments collected on these loans prior to the sale and funds from the
     respective cash reserve funds to pay the Series A Bonds in full and to
     make a principal prepayment of $1,642,200 on the Series B Bonds. At March
     31, 1997, the outstanding principal balance of the Series B Bonds was
     $525,300.


<PAGE>   4

        The Company does not have, nor expect to have, any assets available to
     make further payments on the Series B Bonds other than the one remaining
     pledged mortgage loan in the process of foreclosure with an outstanding
     principal balance of $36,100 (and with an estimated net realizable value
     of $14,000). The Trustee expects, and the Company agrees, that the
     proceeds from the liquidation of this loan will not be sufficient to repay
     the remaining principal of the Series B Bonds in full. The Trustee also
     informed the Series B bondholders that, due to such insufficiency, there
     will be no further payments of interest on the Series B Bonds. Therefore,
     at March 31, 1997, the outstanding bond principal balance of $525,300 and
     interest accruing on the Series B Bonds is substantially not recoverable
     and is expected to result in a loss to the holders of the Series B Bonds.

     Collateral and Bond Information -

        The delinquency, restructuring and non-performing loan data related to
     the residential mortgage loans held for investment by the Company at
     December 31, 1996 and 1995 follows:

<TABLE>
<CAPTION>

                                          1996          1995
<S>                                     <C>           <C>
        Residential Mortgage Loans
        (by number of loans) -

           Delinquency:  (a)

              Number delinquent            5             5
              Total number of loans       63            69
              Percentage                7.94%         7.25%
           Restructurings               None (b)      None (b)
           Non-performing                    (c)           (c)


</TABLE>

   (a)     Based on loans one or more months past due including loans in 
           foreclosure.

   (b)     Does not include assumed loans.

   (c)     Included in delinquency statistics; substantially all residential
           mortgage loans are insured against mortgagor defaults down to
           approximately 72% of the original loan-to-value ratio on the date of
           origination of the loans by private mortgage insurance companies.

      Set forth below are the mortgage loan and real estate owned balances
   together with delinquency statistics (each by the outstanding aggregate
   principal balance and number of loans or properties) as of December 31, 1996
   for each series of Bonds outstanding on that date.

<TABLE>
<CAPTION>
   Series   Mortgage     Real Estate     Delinquent
     of       Loan           Owned          Loans (1)     Bonds    Principal   Number  Principal   Number  Principal Number
     <S>   <C>                <C>       <C>               <C>      <C>           <C>   <C>         <C>     <C>       <C>
     A     $  979,441         24        $   -             -        $ 42,180      1
     B     $1,430,734         39        $   -             -        $148,539      4

</TABLE>

   (1)     Aggregate delinquent mortgage loan balances pledged to each
           respective series of Bonds as of December 31, 1996 for loans past
           due for 30 or more days on that date.

<PAGE>   5


      Set forth below are the outstanding Bond principal balances along with
   the remaining blanket mortgage insurance coverage and cash reserve funds as
   of December 31, 1996.

<TABLE>
<CAPTION>

      Series of   Bond Principal  Blanket Mortgage     Cash Reserve
        Bonds         Balance                       Insurance Coverage      Funds
          <S>       <C>                  <C>           <C>                   <C>
          A         $1,228,730           None          $248,285
          B         $2,167,500           None          $207,587

</TABLE>

        For additional information, see "Notes 2, 4 and 7 of Notes to 
        Financial Statements."

Item 2. Properties

   None.

Item 3. Legal Proceedings

   None.

Item 4. Submission of Matters to a Vote of Security Holders

   None.


<PAGE>   6


                             PART II

Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters

   Not applicable.

Item 6. Selected Financial Data

                SUMMARY OF SELECTED FINANCIAL DATA
            FOR THE FIVE YEARS ENDED DECEMBER 31, 1996

          (Dollars in Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
                                                                 Years Ended December 31,
                                         1996          1995           1994               1993                1992
<S>                                    <C>           <C>            <C>                 <C>                 <C>
OPERATING REVENUES                     $  310        $  371         $  474              $  560              $  698

OPERATING INCOME (LOSS)                $1,378        $ (303)        $ (165)             $ (196)             $ (148)

INCOME TAXES                           $    -        $    -         $    -              $   -               $   -
NET INCOME (LOSS)                      $1,378        $ (303)        $ (165)             $ (196)             $ (148)

NET INCOME (LOSS) PER COMMON SHARE     $1,378        $ (303)        $ (165)             $ (196)             $ (148)

DIVIDENDS PER COMMON SHARE             $    -        $    -         $    -              $   -               $   -

TOTAL ASSETS                           $2,956        $1,746         $2,725              $3,257              $4,242

TOTAL LONG-TERM DEBT                   $3,396        $3,562         $4,228              $4,588              $5,335

</TABLE>


Item 7. Management's Discussion and Analysis of Financial Condition and 
        Results of Operations

   Results of Operations

        Interest revenues and expenses decreased during 1996 compared to 1995
   and 1995 compared to 1994 due, primarily, to a reduction in the outstanding
   principal balances of mortgage loans and

   long-term debt. The reductions in the outstanding principal balances of the
   mortgage loans and long-term debt are due to principal repayments of
   mortgage loans and liquidation of real estate owned resulting in a
   corresponding retirement of the related long-term debt.

        During the first quarter of 1997, the Company sold substantially all of
   its mortgage loans and paid off a significant portion of its long-term debt
   and plans to cease operations in 1997. At December 31, 1996, the Company
   recovered substantially all of its provision for losses on loans and real
   estate as a result of the sale of these mortgage loans at an above par
   purchase price to an unaffiliated investor.

<PAGE>   7


   Liquidity

        At December 31, 1996, the Company had outstanding approximately
   $3,396,000 of Bonds issued pursuant to the Indenture under two series of
   publicly held debt. On May 28, 1992, the Trustee for the Bonds notified the
   Company that an Event of Default had occurred and declared the outstanding
   principal balance of the Bonds issued under the Indenture to be immediately
   due and payable.

        The Company does not have, nor does it expect to have, any significant
   assets other than the mortgage loans, reserve funds and primary mortgage
   insurance policies pledged as collateral for each of the remaining series of
   Bonds. Accordingly, the Company's ability to pay the principal and interest
   on the Bonds when due depends on the ongoing cash flows and any liquidation
   proceeds generated by the pledged loans and the funds available from the
   cash reserve funds and coverage under the primary mortgage insurance
   policies.

        Thus far, the Company has made timely payments due to the bondholders
   under the terms of the Indenture. However, the Company believes that the
   exhaustion of the blanket mortgage insurance coverage for the Bonds issued
   by the Company, the anticipated withdrawal by the Trustee to pay for its
   trust administration services and for the expenses and costs of the Events
   of Default, a continuation of the high costs and losses associated with
   foreclosures on pledged loans and the application by the Company of certain
   proceeds from insurance claims, principal prepayments and foreclosures to
   payment of interest on the Bonds rather than to redemptions or prepayments
   of principal on the Bonds will in the future cause a deficiency in cash
   flows available for the payments due on the related Bonds and the eventual
   depletion of the cash reserve funds. In addition, the Bonds mature within 4
   years in 2000 and there is a significant shortfall in the principal balance
   and weighted average interest rate earned on the pledged loans compared to
   the corresponding principal balance and interest rates paid on the Bonds at
   December 31, 1996. Such events will cause the Company at some future date to
   be unable to meet its debt service requirements under the Indenture and 
   holders of Bonds would receive less than the principal amounts due on
   their Bonds.

        At the end of 1996, the Company obtained bids from unaffiliated
   investors/brokers to purchase the remaining loans pledged to secure the
   Bonds since most of these loans were current and had good recent payment
   histories. The Company requested the consent of the Trustee to sell the
   loans at an above par purchase price to the investor with the highest bid
   offering to purchase all of the loans which were not in foreclosure.

        The Trustee disclosed in Special Reports to the bondholders that prior
   to granting its consent to this proposed sale, the Trustee requested its
   mortgage banking affiliate, experienced in the sale of residential mortgage
   loans, to review the process by which the Company obtained the bids to
   determine if it was likely to have resulted in receipt of bids fairly
   reflecting the market for such loans and assess the fairness of the bid. The
   Trustee also stated this affiliate concluded that the bid solicitation
   process employed by the Company was appropriate and that the accepted bid
   was fair. Accordingly, the Trustee exercised its rights under Section 6.04
   of the Indenture and consented to the sale.

        On February 7, 1997, the Company sold without recourse all of its
   mortgage loans to this investor except for one loan pledged to secure the
   Series B Bonds which is in the process of foreclosure. During February and
   March, 1997, the Trustee used the proceeds from this sale together with
   payments collected on these loans prior to the sale and funds from the
   respective cash reserve funds to pay the Series A Bonds in full and to make
   a principal prepayment of $1,642,200 on the Series B Bonds. At March 31,
   1997, the outstanding principal balance of the Series B Bonds was $525,300.

        The Company does not have, nor expect to have, any assets available to
   make further payments on the Series B Bonds other than the one remaining
   pledged mortgage loan in the process of foreclosure with an outstanding
   principal balance of $36,100 (and with an estimated net realizable value of
   $14,000). The Trustee expects, and the Company agrees, that the proceeds
   from the liquidation of this loan will not be sufficient to repay the
   remaining principal of the Series B Bonds in full. The Trustee also informed
   the Series B bondholders that, due to such insufficiency, there will be no
   further payments of interest on the Series B Bonds. Therefore, at March 31,
   1997, the outstanding bond principal balance of $525,300 and interest
   accruing on the Series B Bonds is substantially not recoverable and is
   expected to result in a loss to the holders of the Series B Bonds.

        In addition, the Company does not have the funds to repay the payable 
   of $1,584,000 to U.S. Home Mortgage Corporation.

        For additional information, see "Notes 2, 4 and 7 of Notes to Financial
   Statements."


<PAGE>   8


Item 8. Financial Statements and Supplementary Data

                                  C.M. CORP.

                        INDEX TO FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

    Report of Independent Certified Public Accountants - omitted*

    Balance Sheets - December 31, 1996 and 1995

    Statements of Operations - For the Years Ended December 31, 1996, 1995, 
    and 1994

    Statements of Stockholder's Equity - For the Years Ended December 31, 1996,
    1995, and 1994

    Statements of Cash Flows - For the Years Ended December 31, 1996, 1995, and
    1994

    Notes to Financial Statements

    All schedules of C.M. Corp. are omitted as not applicable or not required,
    or the required information is included in the Financial Statements.

    *   The Company does not have the cash funds to pay for the costs and
        expenses of an audit of its financial statements by independent
        certified accountants and, accordingly, the accompanying statements are
        unaudited.


<PAGE>   9


                                  C.M. CORP.
                                BALANCE SHEETS

                          DECEMBER 31, 1996 AND 1995
                                 (Unaudited)*

                            (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                            1996               1995
<S>                                                    <C>                 <C>
                            ASSETS

RESTRICTED CASH                                        $    544            $    521

ACCRUED INTEREST RECEIVABLE                                  24                  29

INVESTMENT IN RESIDENTIAL MORTGAGE LOANS, net             2,388               1,196

                                                       $  2,956            $  1,746

     LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:

  Payable to U.S. Home Mortgage Corporation            $  1,584            $  1,364
  Accrued interest and other liabilities                     46                 268
  Long-term debt, in default                              3,396               3,562

      Total liabilities                                   5,026               5,194

STOCKHOLDER'S EQUITY:

  Common stock, $1 par value, 1,000 shares authorized and
      outstanding                                             1                   1
  Capital in excess of par value                          1,718               1,718
  Retained deficit                                       (3,789)             (5,167)

      Total stockholder's equity                         (2,070)             (3,448)

                                                       $  2,956            $  1,746

</TABLE>

  The accompanying notes are an integral part of these balance sheets.

  *   The Company does not have the cash funds to pay for the costs and
      expenses of an audit of its financial statements by independent certified
      accountants and, accordingly, the accompanying
      statements are unaudited.


<PAGE>   10


                                  C.M. CORP.
                           STATEMENTS OF OPERATIONS

             FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                 (Unaudited)

                            (Dollars in Thousands)

<TABLE>
<CAPTION>
                                             1996       1995        1994
<S>                                        <C>        <C>        <C>
REVENUES:

  Interest                                 $    310   $    371   $    474

EXPENSES:

  Interest                                      422        480        535
  Provision (recovery) of losses on loans
      and real estate owned                  (1,515)       166       -
  Other                                          25         28        104

                                             (1,068)       674        639

NET INCOME (LOSS)                         $   1,378  $    (303) $    (165)


</TABLE>


  The accompanying notes are an integral part of these statements.


<PAGE>   11


                            C.M. CORP.
                STATEMENTS OF STOCKHOLDER'S EQUITY

       FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                           (Unaudited)

                   (Dollars in Thousands, Except Par Value)


<TABLE>
<CAPTION>
                                            Common  Capital in                
                                            Stock   Excess of        Retained 
                                           $1 Par   Par Value        Deficit  
<S>                                      <C>         <C>         <C>          
BALANCE, December 31, 1993               $      1    $  1,718    $   (4,699)  
                                                                              
Net loss for the year                       -           -              (165)  
                                                                              
BALANCE, December 31, 1994                      1       1,718        (4,864)  
                                                                              
Net loss for the year                       -           -              (303)  
                                                                              
BALANCE, December 31, 1995                      1       1,718        (5,167)  
                                                                              
Net income for the year                     -           -             1,378   
                                                                              
BALANCE, December 31, 1996               $      1    $  1,718     $  (3,789)  

</TABLE>



  The accompanying notes are an integral part of these statements.


<PAGE>   12

                                C.M. CORP.
                         STATEMENTS OF CASH FLOWS

           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                               (Unaudited)


<TABLE>
<CAPTION>
                                                      (Dollars in Thousands)
                                                 1996       1995       1994
<S>                                             <C>        <C>      <C>
Cash Flows From Operating Activities:

   Net income (loss)                            $ 1,378    $  (303) $   (165)
Adjustments to reconcile net loss to net cash 
    provided (used) by operating activities -
     Provision (recovery) of losses on loans and
        real estate owned                        (1,515)       166       -
     Amortization of discounts on investments       -           (6)      (38)
     Changes in assets and liabilities -
        Decrease (increase) in receivables and 
           real estate owned                         (2)       104      (140)
        Decrease in accrued interest and other 
           liabilities                               (2)       (10)       (7)
Net cash used by operating activities              (141)       (49)     (350)

Cash Flows From Investing Activities:

   Proceeds from investments in residential 
      mortgage loans                                330        693       609
   Decrease (increase) in restricted cash           (23)        22       101
   Net cash used by investing activities            307        715       710

Cash Flows From Financing Activities:

   Repayment of long-term debt                     (166)      (666)     (360)
   Net cash used by financing activities           (166)      (666)     (360)

Net Change In Cash                                 -          -         -
Cash At Beginning Of Year                          -          -         -

Cash At End Of Year                             $  -       $  -     $   -

Supplemental Disclosure:

   Interest Paid                                $  425     $   490  $    541
                                                

</TABLE>


   The accompanying notes are an integral part of these statements.


<PAGE>   13


                            C.M. CORP.
                  NOTES TO FINANCIAL STATEMENTS

                      (Dollars in Thousands)
                           (Unaudited)

(1)    SIGNIFICANT ACCOUNTING POLICIES:

   Nature of Operations and Basis of Presentation -

       C.M. Corp., a Delaware corporation (the "Company"), is a wholly-owned
   subsidiary of U.S. Home Mortgage Corporation ("Mortgage"), which in turn is
   a wholly-owned subsidiary of U.S. Home Corporation ("U.S. Home"). The
   Company was organized to facilitate the financing of residential mortgage
   loans on single-family residences built and sold by U.S. Home through the
   purchase of loans and the issuance and sale of mortgage-backed bonds. The
   Company has not engaged in activities other than activities with respect to
   the outstanding bonds since 1982 and does not intend to engage in the
   purchase of loans or issuance and sale of additional mortgage-backed bonds
   or any other business activities.

       The accompanying unaudited condensed financial statements have been
   prepared in accordance with generally accepted accounting principles
   applicable to a going concern, which contemplate, among other things,
   realization of assets and payment of liabilities in the normal course of
   business. However, subsequent to December 31, 1996, the Company sold
   substantially all of its mortgage loans and paid off a significant portion
   of its long-term debt and plans to cease operations in 1997 (see Notes 2, 4
   and 7).

       The preparation of consolidated financial statements in conformity with
   generally accepted accounting principles requires management to make
   estimates and assumptions that affect the reported amounts of assets and
   liabilities and disclosure of any contingent assets and liabilities at the
   date of the consolidated financial statements and revenues and expenses
   during the reporting period. Management's estimates and assumptions are
   reflective of, among other things, prevailing market conditions, current
   operating strategies and the availability of capital which are all subject
   to change. Changes to the aforementioned or other conditions could, in turn,
   cause changes in such estimates and assumptions and, as a result, actual
   results could differ for the original estimates.

       The Company does not have the cash funds to pay for the costs and
   expenses of an audit of its financial statements by independent certified
   accountants and, accordingly, the accompanying statements are unaudited.

   Financial Instruments -

       All of the assets of the Company are pledged under an Indenture with the
   Trustee (see Note 4) as collateral for the outstanding mortgage-backed bonds
   issued by the Company. The Trustee has declared the outstanding principal
   balance of all the remaining bonds to be immediately due and payable. The
   payment of the principal and interest due on the bonds depends on the
   ongoing cash flows and the liquidation proceeds generated from the sale of
   the pledged assets together with the remaining amounts in the cash reserve
   funds (see Notes 2 and 7). The disposition and liquidation of the pledged
   assets to pay the principal and interest on the bonds is at the discretion
   and under the control of the Trustee. The Company has been informed there is
   no active secondary market for these bonds.

       It is not practical to estimate the fair value of the Company's
   long-term debt since the outstanding mortgage-backed bonds issued by the
   Company are in default and there is no active secondary market for these
   bonds. In addition, the Company does not have any assets to fund the payable
   to U.S. Home Mortgage Corporation.

   Income Recognition -

       Discounts applicable to investment in residential mortgage loans were
   deferred and amortized to income using the effective interest rate method
   over the estimated average life of the loans.

<PAGE>   14


(2)    INVESTMENT IN RESIDENTIAL MORTGAGE LOANS:

       At December 31, 1996, the investment in residential mortgage loans has
   interest rates ranging from 9.875% to 12.875% per annum (weighted average
   interest rate of approximately 10.86%) and maturities through August 1,
   2010. All mortgage loans purchased by the Company are held for long-term
   investment as collateral for long-term debt and are included in the
   accompanying balance sheets at amortized cost net of valuation reserves.

       On February 7, 1997, the Company sold substantially all of its remaining
   mortgage loans (outstanding principal balance of $2,366 on the date of
   purchase) at an above par purchase price to an unaffiliated investor (see
   Note 7).


(3)    VALUATION RESERVES:

       The Company invested in a significant number of conventional residential
   mortgage loans with high loan-to-value ratios that are located primarily in
   energy-related areas which in the mid 1980's experienced a sharp decline in
   real estate values and high foreclosure rates. In 1987, the costs and losses
   associated with the repossession, maintenance and resale of foreclosed
   properties increased due to depressed resale values in these areas which, in
   turn, accelerated claims against available blanket mortgage insurance
   coverage. During 1987, the Company projected that, based on its accelerated
   claim experience, it would exhaust the blanket mortgage insurance coverage
   for the conventional mortgage loan pools securing the mortgage-backed bonds
   issued by the Company and such coverage was exhausted during 1988. As a
   result of the exhaustion of the blanket mortgage insurance coverage for the
   mortgage pools, losses have been and may be incurred by the Company that
   previously were reimbursed by the mortgage insurer.

       The Company established reserves for losses on loans and real estate
   owned which reflected an estimate of the losses that would have been
   incurred in connection with its investment loans and foreclosed properties.
   These reserves were based on management's best estimate of amounts that
   would have been realized from the mortgage loans in the event of foreclosure
   including any proceeds reimbursed under the primary mortgage insurance
   policies using current and historical information. At December 31, 1996, the
   Company made a non-cash adjustment to its valuation reserves to reflect the
   subsequent sale of substantially all of the mortgage loans without recourse
   at an above par purchase price to an unaffiliated investor (see Note 2).

       The following summarizes valuation reserves for the years ended December
   31, 1996, 1995 and 1994.

                                                      Real Estate
                                               Investments      Owned

       Balance at December 31, 1993              $1,588       $  226
       Write-offs                                  -            (105)
       Reclassification                             (44)          44
       Balance at December 31, 1994              $1,544       $  165
       Provision for losses                          36          130
       Write-offs                                   (14)        (317)
       Reclassification                             (22)          22
       Balance at December 31, 1995              $1,544      $   -
       Recovery of provision for losses          (1,492)         (23)
       Write-offs                                    (8)           1
       Reclassification                             (22)          22
       Balance at December 31, 1996             $    22      $  -


<PAGE>   15


(4)    LONG-TERM DEBT:

       In accordance with the terms of the indenture, dated as of July 15,
   1980, between the Company and The First National Bank of Chicago, as amended
   and supplemented (the "Indenture"), the Company issued, in 1980 and 1981,
   conventional mortgage-backed bonds having original principal balances of
   $100,000 ("Bonds") of which $3,396 in principal amount is outstanding at
   December 31, 1996. At December 31, 1996, the two remaining series of Bonds
   have interest rates of 11.75% and 12.25% per annum and maturities on the
   last day of July and August, 2000.

       As a result of the sale on February 28, 1997 of substantially all of the
   mortgage loans pledged to the Bonds, the Trustee paid principal on the Bonds
   in the amount of $2,871 during the first quarter of 1997 (see Note 7).

       The Company does not have, nor expect to have, any significant assets
   other than the mortgage loans, reserve funds and primary mortgage insurance
   policies pledged as collateral for each series of Bonds. Accordingly, its
   ability to pay the principal of, and interest on, the Bonds when due depends
   on the ongoing cash flow and the liquidation proceeds generated from the
   sale of the pledged loans and the funds available from the cash reserve
   funds and coverage under the primary mortgage insurance policies.

       Under the terms of the Indenture, the Company agreed to provide the
   Trustee with the periodic reports filed with the Securities and Exchange
   Commission ("SEC") and to provide an annual statement to the bondholders.
   The Company does not have, nor does it expect to have, the cash funds to pay
   for the costs and expenses of (a) the annual audit of its financial
   statements required to be included in the annual report filed with the SEC
   or (b) the annual statement to be provided to the bondholders. Accordingly,
   the accompanying financial statements and those included in the Company's
   annual reports filed with the SEC since 1991 are unaudited and the Company
   did not and no longer intends to provide annual statements to the
   bondholders which results in non-compliance with a covenant under the
   Indenture, permitting the Trustee or holders of 25% of the Bonds to
   accelerate their maturity.

       On May 28, 1992, the Trustee notified the Company that an Event of
   Default (as defined in the Indenture) and a default had occurred under
   Section 6.01(4) and Section 6.01(2), respectively, of the Indenture. The
   Trustee also declared the outstanding principal balance of all of the
   remaining Bonds issued under the Indenture to be immediately due and
   payable. Accordingly, pursuant to Section 12.02(a) of the Indenture, the
   Company will no longer redeem any of the Bonds.

       As part of the Trustee's annual report to bondholders, dated July 14,
   1992, the Trustee notified the bondholders of the notices to the Company on
   May 28, 1992 relating to the Event of Default and default under the
   Indenture and acceleration of all amounts due on the remaining Bonds. In
   addition, the Trustee enclosed a special report, dated July 2, 1993 ("July
   Report") with its 1993 annual report to the bondholders summarizing, among
   other things, the remedies available under the Indenture and the actions
   taken and proposed to be taken by the Trustee relating to the Events of
   Default. The Trustee informed the bondholders in the July Report that it had
   retained AM&G Financial Services, Inc. (now known as First Security Capital
   Markets and hereinafter referred to as "FSCM") in the last half of 1992 to
   review and analyze the collateral securing the Bonds. The July Report
   concludes that (a) the proceeds from the liquidation of the collateral would
   not be sufficient to pay either series of bonds in full and (b) the
   projected future cash flows from the collateral will also result in a
   shortfall in repayment of principal for both series of bonds.

       Subsequently, the Trustee mailed another special report, dated December
   3, 1993 ("December Report"), to the bondholders to update the July Report
   and advise the bondholders of the course of action that has been elected by
   the Trustee. As part of the December Report, FSCM analyzed the collateral,
   including the reserve funds, using more current information as of August 30,
   1993 to determine the economic value to the bondholders of immediately
   liquidating the collateral and distributing the proceeds from the
   liquidation to the bondholders, compared to the value of holding the
   collateral intact over the remaining life of the Bonds and using the income
   stream generated from the collateral to pay the Bonds.


<PAGE>   16
       Based on this analysis and after considering the additional costs and 
   risks to maintain the trust estate intact, the Trustee also stated in the
   December Report that ". . . the Trustee has determined not to hold the Trust
   Estate, but rather to liquidate the Trust Estate and distribute the  
   proceeds to the Bondholders and the Indenture will be terminated."

       The Trustee informed the bondholders in the Trustee's 1994 annual report
   to bondholders, dated July 15, 1994, that FSCM subsequently obtained
   appraised values and/or brokers' estimated values for all the properties
   securing the mortgage loans. Based on those values, the Trustee stated that,
   due to the depreciation in the value of the properties to a greater extent
   than was assumed previously, such depreciation in value is likely to have a
   significant affect on the bondholders' ultimate recovery of their investment
   in the Bonds.

       The Trustee issued a special report, dated October 7, 1994, of the final
   findings of FSCM in which the Trustee stated their intent to hold the
   collateral for the present and review periodically this decision with FSCM.
   As part of the Trustee's annual reports to bondholders for 1996 (dated July
   15, 1996) and 1995 (dated July 15, 1995), the Trustee stated in both reports
   it was not aware of any material change in the assumptions or market
   conditions used in their decision in October 1994 to hold the collateral for
   the present.

       The Trustee requested reimbursement from the Company for costs of legal
   counsel and FSCM's collateral evaluation services relating to the Events of
   Default and for trust administration services of the Trustee. The Company
   does not have, nor does it expect to have, the cash funds to reimburse the
   Trustee for these costs. The Trustee may, in certain instances, apply moneys
   from the reserve funds or from the sale of the pledged collateral to the
   payment of expenses incurred and advances made by the Trustee pursuant to
   Section 7.07 of the Indenture. As of December 31, 1996, the Trustee withdrew
   on a cumulative basis $107 from the reserve fund for the Series A Bonds and
   the same amount of $107 from the reserve fund for the Series B Bonds for
   these costs.

       Thus far, the Company has made timely payments due to the bondholders
   under the terms of the Indenture. However, the Company believes that the
   exhaustion of the blanket mortgage insurance coverage for the Bonds issued
   by the Company, the anticipated withdrawal by the Trustee for expenses and
   advances for its trust administration services and for the expenses and
   costs of the Events of Default, a continuation of the high costs and losses
   associated with foreclosures on pledged loans and the application by the
   Company of certain proceeds from insurance claims, principal prepayments and
   foreclosures to payment of interest on the Bonds rather than to redemptions
   or prepayments of principal on the Bonds will in the future cause a
   deficiency in cash flows available for the payments due on the related Bonds
   and the eventual depletion of the cash reserve funds. In addition, the Bonds
   mature within the next 4 years in 2000 and there is a significant shortfall
   in the principal balance and weighted average interest rate earned on the
   pledged loans compared to the corresponding principal balance and interest
   rates paid on the Bonds at December 31, 1996. Such events will cause the
   Company at some future date to be unable to meet its debt service
   requirements under the Indenture and holders of Bonds would receive less
   than the principal amounts due on their Bonds.

       At the end of 1996, substantially all of the remaining mortgage loans
   were current and had good recent payment histories. In order to minimize the
   eventual losses to the bondholders, and based on the highest bid the Company
   obtained from an investor to purchase these loans at an above par purchase
   price, the Trustee agreed with the Company that it was in the best interest
   of the bondholders to sell the loans and distribute the liquidated
   collateral to them.

       Mortgage, as servicer, is not obligated to advance delinquent payments
   due on the pledged mortgage loans unless it reasonably believes that such
   advances will ultimately be recoverable from mortgage insurance proceeds. On
   March 27, 1991, Mortgage, as servicer, advised the Company that it will not
   advance delinquent mortgage loan payments due to the uncertainty of the
   recoverability of such advances. As a result, the Trustee withdrew a portion
   of the reserve funds on March 28, 1991 and March 30, 1992 to make the
   required interest payments on the Series B Bonds and on August 28, 1996 to
   make such payments on the Series A Bonds. In addition to the withdrawals
   from the reserve funds by the Trustee for bond administration costs and
   expenses, the anticipated cash flow deficiencies to meet future debt service
   requirements will also result in further withdrawals from each of the
   reserve funds for both series of bonds until these funds are eventually
   exhausted.

<PAGE>   17
       The Company has two cash reserve funds separately securing each of the
   two remaining Bond series. At December 31, 1996, the balance of each of the
   cash reserve funds securing the Series A and Series B Bonds was $248 and
   $208, respectively. However, the cash reserve funds for the Series A Bonds
   were substantially depleted and such funds for the Series B Bonds were fully
   depleted from the principal payments paid on these Bonds during the first
   quarter of 1997.

(5)    INCOME TAXES:

       The Company is included in the consolidated federal income tax return
   filed by U.S. Home. The Company records its income tax provisions on a
   separate company basis in accordance with an allocation agreement with U.S.
   Home. Due to the previous years' losses and future uncertainties of the
   Company, no current or deferred income taxes have been provided in the
   financial statements.

(6)    TRANSACTIONS WITH AFFILIATED COMPANIES:

       Mortgage acts as servicing agent for the mortgage loans owned by the
   Company. Mortgage is entitled to a monthly servicing fee on each pledged
   loan at an agreed upon minimum rate. Mortgage also furnishes the Company
   with bookkeeping, accounting and administrative services, including services
   of the officers and employees of Mortgage without charge to the Company.
<PAGE>   18
(7)    SUBSEQUENT EVENT:

       At the end of 1996, the Company obtained bids from unaffiliated
   investors/brokers to purchase the remaining loans pledged to secure the
   Bonds since most of these loans were current and had good recent payment
   histories. The Company requested the consent of the Trustee to sell the
   loans to the investor with the highest bid of 102.75% offering to purchase
   all of the loans which were not in foreclosure.

       As part of the Special Reports the Trustee sent to the Series A
   bondholders (dated February 28, 1997) and to the Series B bondholders (dated
   March 28, 1997), the Trustee stated in those reports that prior to granting
   their consent to this proposed sale, the Trustee requested its mortgage
   banking affiliate, experienced in the sale of residential mortgage loans, to
   review the process by which the Company obtained the bids to determine if it
   was likely to have resulted in receipt of bids fairly reflecting the market
   for such loans and assess the fairness of the bid. The Trustee also stated
   in these reports that this affiliate concluded that the bid solicitation
   process employed by the Company was appropriate and that the accepted bid
   was fair. Accordingly, the Trustee exercised its rights under Section 6.04
   of the Indenture and consented to the sale.

       On February 7, 1997, the Company sold without recourse all of its
   mortgage loans to this investor except for one loan pledged to secure the
   Series B Bonds which is in the process of foreclosure. During February and
   March, 1997, the Trustee used the proceeds from this sale together with
   payments collected on these loans prior to the sale and funds from the
   respective cash reserve funds to pay the Series A Bonds in full and to make
   a principal prepayment of $1,642 on the Series B Bonds. At March 31, 1997,
   the outstanding principal balance of the Series B Bonds was $525.

       The Company does not have, nor expect to have, any assets available to
   make further payments on the Series B Bonds other than the one remaining
   pledged mortgage loan in the process of foreclosure with an outstanding
   principal balance of $36 and estimated net realizable value of $14. The
   Trustee stated in the Special Report (dated March 28, 1997) sent to the
   Series B bondholders that the Trustee expects, and the Company agrees, the
   proceeds from the liquidation of this loan will not be sufficient to repay
   the remaining principal of the Series B Bonds in full. The Trustee further
   stated in this report that, due to such insufficiency, there will be no
   further payments of interest on the Series B Bonds. Therefore, at March 31,
   1997, the outstanding bond principal balance of $525 and interest accruing
   on the Series B Bonds is substantially not recoverable and is expected to
   result in a loss to the holders of the Series B Bonds.
<PAGE>   19
Item 9.    Changes in and Disagreements with Accountants on Accounting and 
           Financial Disclosure

   See note 1 to the financial statements.

                             PART III

Item 10.   Directors and Executive Officers of the Registrant

       The Company's Board of Directors and executive officers during 1996 and
   their respective ages, length of service as a director and positions are set
   forth below:

<TABLE>
<CAPTION>
                                     Served as
                                      Director
   Name                        Age      Since    Position and Office

   <S>                          <C>     <C>      <C>
   James R. Petty               48      1992     Director and President

   Ronald C. McCabe             48      1992     Director, Senior Vice President and
                                                 Secretary

   Virginia S. Casagrande       46      1996     Director, Vice President, Controller
                                                 and Assistant Secretary

</TABLE>

       No family relationship exists among any of the directors or executive
   officers of the Company.

       On November 18, 1996, Ms. Casagrande was elected a member of the Board
   of Directors to replace Kevin W. Kennedy, who resigned his employment with
   the Company and from the Board as of that date.

       The term of each of the foregoing directors expires at the next annual
   meeting of the stockholder of the Company. Each of the foregoing executive
   officers has been elected to serve in the office indicated until the first
   meeting of the Board of Directors following the next annual meeting of the
   stockholder of the Company or until his or her successor is elected and
   qualified.

       Mr. Petty has served as President of the Company since September 1980 
   and has been President of Mortgage since that date.  He also served as 
   Director of the Company from September 1980 until April 1991.  Mr. 
   Petty has also been a President of Operations of U.S. Home since March 1985.

       Mr. McCabe has been a Senior Vice President of the Company since April
   1991 and, prior thereto, was Senior Vice President and Chief Accounting
   Officer since November 1984. He has also served as Secretary of the Company
   since April 1992 and a Director from October 1987 until April 1991. Mr.
   McCabe has also been Senior Vice President, Chief Accounting Officer, Chief
   Financial Officer and Secretary of Mortgage since April 1992 and, prior
   thereto, was Senior Vice President and Chief Accounting Officer since
   November 1984.

       Ms. Casagrande has been a Vice President, Controller and Assistant
   Secretary of the Company since April 1993. She has also served as a Vice
   President, Controller and Assistant Secretary of Mortgage since August 1992
   and, prior thereto, was an Accounting Manager with Mortgage since October
   1991.

Item 11.   Executive Compensation

       The Company does not pay or accrue any fees, salaries or other forms of
   compensation to its directors or officers for their services. The directors
   and officers receive compensation from Mortgage for services performed for
   affiliated entities which may include services performed for the Company.
   However, the Company believes that any compensation attributable to services
   rendered for the Company is immaterial.

Item 12.   Security Ownership of Certain Beneficial Owners and Management

       As of March 31, 1997, Mortgage owned all of the issued and outstanding
   stock of the Company.

       James R. Petty, President of the Company, beneficially owns 32,913
   shares of common stock of U.S. Home Corporation, including 20,000 options to
   acquire shares of common stock of which 12,001 are fully exercisable, and
   11,119 shares issued pursuant to a restricted stock plan subject to
   forfeited and vesting provisions, all of which constitutes less than 1% of
   such outstanding shares of U.S. Home Corporation.  

       Virginia S. Casagrande, Vice President, Controller of the Company,
   beneficially owns 70 shares of common stock of U.S. Home Corporation which
   constitutes less than 1% of such outstanding shares.

       The directors and executive officers of the Company as a group
   beneficially own 32,983 shares of common stock of U.S. Home Corporation,
   which constitutes less than 1% of such shares.

       No other Director or executive officer of the Company owns any shares 
   of stock issued by U.S. Home Corporation.

Item 13.    Certain Relationships and Related Transactions

       At December 31, 1996, the remaining payable to Mortgage of $1,584 
   consists, primarily, of funds advanced to the Company to redeem certain 
   series of mortgage-backed bonds.  The Company does not have the funds to 
   repay this payable to Mortgage.
<PAGE>   20


                             PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)1. and 2.   The following financial statements are filed as part of this 
               report.  See Index to Financial Statements - Item 8.

(a)3.     List of Exhibits

<TABLE>
         <S>   <C>
          3.1  Certificate of Incorporation of Registrant.  Exhibit 3.1 to Registrant's Registration
               Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.

          3.2  By-Laws of Registrant.  Exhibit 3.2 to Registrant's Registration Statement on
               Form S-ll, registration No. 2-67676 is incorporated by reference.

          4.1  Indenture, dated as of July 15, 1980, between U.S. Home Finance Corporation,
               as Issuer, and The First National Bank of Chicago, as Trustee.  Exhibit 4.1 to
               Registrant's Registration Statement on Form S-11, registration No. 2-67676, is
               incorporated by reference.

          4.2  First Supplemental Indenture, dated as of July l5, 1980, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.2 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-67676, is incorporated by reference.

          4.3  Second Supplemental Indenture, dated as of August l5, 1980, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.3 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-67676, is incorporated by reference.

          4.4  Third Supplemental Indenture, dated as of October l, 1980, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.4 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-67676, is incorporated by reference.

          4.5  Fourth Supplemental Indenture, dated as of November l5, 1980, between U.S.
               Home Finance Corporation, as Issuer, and The First National Bank of Chicago,
               as Trustee.  Exhibit 4.5 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-67676, is incorporated by reference.

          4.6  Fifth Supplemental Indenture, dated as of December l5, 1980, between U.S.
               Home Finance Corporation, as Issuer, and The First National Bank of Chicago,
               as Trustee.  Exhibit 4.6 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-67676, is incorporated by reference.

</TABLE>

<PAGE>   21


<TABLE>
          <S>  <C>
          4.7  Sixth Supplemental Indenture, dated as of January l5, 1981, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.7 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-67676, is incorporated by reference.

          4.8  Seventh Supplemental Indenture, dated as of March 9, 1981, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.8 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-67676, is incorporated by reference.

          4.9  Eighth Supplemental Indenture, dated as of March l5, 1981, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.9 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-67676, is incorporated by reference.

          4.10 Ninth Supplemental Indenture, dated as of April 1, 1981, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.10 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-67676, is incorporated by reference.

          4.11 Tenth Supplemental Indenture, dated as of May l5, 1981, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.11 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-67676, is incorporated by reference.

          4.12 Eleventh Supplemental Indenture, dated as of June 15, 1981, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.12 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-67676, is incorporated by reference.

          4.13 Twelfth Supplemental Indenture, dated as of July l5, 1981, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.13 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-67676, is incorporated by reference.

          4.14 Thirteenth Supplemental Indenture, dated as of July 30, 1981, between U.S.
               Home Finance Corporation, as Issuer, and The First National Bank of Chicago,
               as Trustee.  Exhibit 4.2 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-67676, is incorporated by reference.

          4.15 Indenture, dated as of June l5, 1981, between U.S. Home Finance Corporation,
               as Issuer, and The First National Bank of Chicago, as Trustee.  Exhibit 4.14 to
               Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is
               incorporated by reference.

          4.16 First Supplemental Indenture, dated as of August 1, 1981, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.15 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-73132, is incorporated by reference.

          4.17 Second Supplemental Indenture, dated as of September l, 1981, between U.S.
               Home Finance Corporation, as Issuer, and The First National Bank of Chicago,
               as Trustee.  Exhibit 4.16 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-73132, is incorporated by reference.

          4.18 Third Supplemental Indenture, dated as of October 1, 1981, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.17 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-73132, is incorporated by reference.

          4.19 Fourth Supplemental Indenture, dated as of October 31, 1981, between U.S.
               Home Finance Corporation, as Issuer, and The First National Bank of Chicago,
               as Trustee.  Exhibit 4.18 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-73132, is incorporated by reference.

</TABLE>

<PAGE>   22


<TABLE>
          <S>  <C>
          4.20 Fifth Supplemental Indenture, dated as of November l, 1981, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.19 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-73132, is incorporated by reference.

          4.21 Sixth Supplemental Indenture, dated as of December 1, 1981, between U.S.
               Home Finance Corporation, as Issuer, and The First National Bank of Chicago,
               as Trustee.  Exhibit 4.20 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-73132, is incorporated by reference.

          4.22 Seventh Supplemental Indenture, dated as of December 21, 1981, between U.S.
               Home Finance Corporation, as Issuer, and The First National Bank of Chicago,
               as Trustee.  Exhibit 4.21 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-73132, is incorporated by reference.

          4.23 Eighth Supplemental Indenture, dated as of January 1, 1982, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.22 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-73132, is incorporated by reference.

          4.24 Ninth Supplemental Indenture, dated as of February 1, 1982, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.23 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-73132, is incorporated by reference.

          4.25 Tenth Supplemental Indenture, dated as of March 1, 1982, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.24 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-73132, is incorporated by reference.

          4.26 Eleventh Supplemental Indenture, dated as of May 1, 1982, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.25 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-73132, is incorporated by reference.

          4.27 Twelfth Supplemental Indenture, dated as of June 15, 1982, between U.S. Home
               Finance Corporation, as Issuer, and The First National Bank of Chicago, as
               Trustee.  Exhibit 4.27 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-78099, is incorporated by reference.

          4.28 Thirteenth Supplemental Indenture, dated as of August 15, 1982, between U.S.
               Home Finance Corporation, as Issuer, and The First National Bank of Chicago,
               as Trustee.  Exhibit 4.28 to Registrant's Registration Statement on Form S-ll,
               registration No. 2-78099, is incorporated by reference.

          4.29 Fourteenth Supplemental Indenture, dated as of September 15, 1982, between
               U.S. Home Finance Corporation, as Issuer, and The First National Bank of
               Chicago, as Trustee.  Exhibit 4.29 to Registrant's Registration Statement on Form
               S-ll, registration No. 2-78099, is incorporated by reference.

</TABLE>

<PAGE>   23


<TABLE>
          <S>  <C>
          10.1 Underwriting Agreement, dated July 23, 1980, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 1.1 to Registrant's Registration Statement on
               Form S-11, registration No. 2-67676, is incorporated by reference.

          10.2 Underwriting Agreement, dated September 5, 1980, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 1.2 to Registrant's Registration Statement on
               Form S-11, registration No. 2-67676, is incorporated by reference.

          10.3 Underwriting Agreement, dated October 15, 1980, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 1.3 to Registrant's Registration Statement on
               Form S-11, registration No. 2-67676, is incorporated by reference.

          10.4 Underwriting Agreement, dated December 17, 1980, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 1.4 to Registrant's Registration Statement on
               Form S-11, registration No. 2-67676, is incorporated by reference.

          10.5 Underwriting Agreement, dated January 14, 1981, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 1.5 to Registrant's Registration Statement on
               Form S-11, registration No. 2-67676, is incorporated by reference.

          10.6 Underwriting Agreement, dated February 25, 1981, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 1.6 to Registrant's Registration Statement on
               Form S-11, registration No. 2-67676, is incorporated by reference.

          10.7 Underwriting Agreement, dated March 18, 1981, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 1.7 to Registrant's Registration Statement on
               Form S-11, registration No. 2-67676, is incorporated by reference.

          10.8 Underwriting Agreement, dated April 10, 1981, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 1.8 to Registrant's Registration Statement on
               Form S-11, registration No. 2-67676, is incorporated by reference.

          10.9 Underwriting Agreement, dated May 20, 1981, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 1.9 to Registrant's Registration Statement on
               Form S-11, registration No. 2-67676, is incorporated by reference.

</TABLE>

<PAGE>   24


<TABLE>
         <S>   <C>
         10.10 Underwriting Agreement, dated June 15, 1981, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 1.10 to Registrant's Registration Statement on
               Form S-11, registration No. 2-67676, is incorporated by reference.
               
         10.11 Underwriting Agreement, dated July 16, 1981, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 1.11 to Registrant's Registration Statement on
               Form S-11, registration No. 2-67676, is incorporated by reference.
               
         10.12 Underwriting Agreement, dated August 21, 1981, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 1.12 to Registrant's Registration Statement on
               Form S-11, registration No. 2-73132, is incorporated by reference.
               
         10.13 Underwriting Agreement, dated October 1, 1981, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 10.13 to Registrant's Form 10-K for the year
               ended December 31, 1981, is incorporated by reference.
               
         10.14 Underwriting Agreement, dated October 21, 1981, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 10.14 to Registrant's Form 10-K for the year
               ended December 31, 1981, is incorporated by reference.
               
         10.15 Underwriting Agreement, dated November 19, 1981, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 10.15 to Registrant's Form 10-K for the year
               ended December 31, 1981, is incorporated by reference.
               
         10.16 Underwriting Agreement, dated December 14, 1981, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 10.16 to Registrant's Form 10-K for the year
               ended December 31, 1981, is incorporated by reference.
               
         10.17 Underwriting Agreement, dated January 21, 1981, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 10.17 to Registrant's Form 10-K for the year
               ended December 31, 1981, is incorporated by reference.
               
         10.18 Underwriting Agreement, dated February 26, 1982, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 10.18 to Registrant's Form 10-K for the year
               ended December 31, 1981, is incorporated by reference.
               
         10.19 Underwriting Agreement, dated March 17, 1982, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc.  Exhibit 10.19 to Registrant's Form 10-K for the year
               ended December 31, 1981, is incorporated by reference.
               
         10.20 Underwriting Agreement, dated June 4, 1982, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 10.20 to Registrant's Form 10-K for the year
               ended December 31, 1982, is incorporated by reference.

</TABLE>

<PAGE>   25


<TABLE>
         <S>   <C>   
         10.21 Underwriting Agreement, dated September 1, 1982, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc. Exhibit 10.21 to Registrant's Form 10-K for the year
               ended December 31, 1982, is incorporated by reference.
               
         10.22 Underwriting Agreement, dated October 13, 1982, among U.S. Home Finance
               Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond,
               James & Associates, Inc.  Exhibit 10.22 to Registrant's Form 10-K for the year
               ended December 31, 1982, is incorporated by reference.
               
         10.23 Servicing Agreement, dated as of July 15, 1980, among U.S. Home Finance
               Corporation, U.S. Home Mortgage Corporation and U.S. Home Corporation.
               Exhibit 12.1 to Registrant's Registration Statement on Form S-11, registration
               No. 2-67676, is incorporated by reference.
               
         10.24 Amendment, dated March 15, 1981, to Servicing Agreement, dated as of July 15,
               1980.  Exhibit 10.1 to Registrant's Registration Statement on Form S-11,
               registration No. 2-67676, is incorporated by reference.
               
         10.25 Servicing Agreement, dated as of June 15, 1981, among U.S. Home Finance
               Corporation, U.S. Home Mortgage Corporation and U.S. Home Corporation.
               Exhibit 10.5 to Registrant's Registration Statement on Form S-11, registration
               No. 2-73132, is incorporated by reference.
               
         10.26 Amendment, dated as of November 2, 1981, to Servicing Agreement dated as of
               June 15, 1981 among U.S. Home Finance Corporation, U.S. Home Mortgage
               Corporation and U.S. Home Corporation.  Exhibit 10.6 to Registrant's
               Registration Statement on Form S-11, registration No. 2-73132, is incorporated
               by reference.
               
         10.27 Amendment, dated as of June 15, 1982, to Servicing Agreement dated as of June
               15, 1981 among U.S. Home Finance Corporation, U.S. Home Mortgage
               Corporation and U.S. Home Corporation.  Exhibit 10.47 to Registrant's
               Registration Statement on Form S-11, registration No. 2-78099, is incorporated
               by reference.
               
         10.28 Credit Agreement, dated November 21, 1980, among The First National Bank of
               Chicago, U.S. Home Corporation, U.S. Home Finance Corporation and U.S.
               Home Acceptance Corporation.  Exhibit 10.10 to Registrant's Form 10-K for the year 
               ended December 31, 1980, is incorporated by reference.                                     

</TABLE>

<PAGE>   26

<TABLE>
         <S>   <C>
         10.29 Amendment, dated March 26, 1981, to Credit Loan Agreement, dated November
               21, 1980, among The First National Bank of Chicago, U.S. Home Corporation,
               U.S. Home Finance Corporation and U.S. Home Acceptance Corporation.
               Exhibit B to Registrant's Form 10-Q for the quarter ended March 31, 1981, is
               incorporated by reference.
               
         10.30 Amendment, dated April 1, 1981, to Credit Loan Agreement, dated November
               21, 1980, among The First National Bank of Chicago, U.S. Home Corporation,
               U.S. Home Finance Corporation and U.S. Home Acceptance Corporation.
               Exhibit 20 to Registrant's Form 10-Q for the quarter ended June 30, 1981, is
               incorporated by reference.
               
         10.31 Amendment, dated July 1, 1981, to Credit Loan Agreement, dated November 21,
               1980, among The First National Bank of Chicago, U.S. Home Mortgage
               Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance
               Corporation.  Exhibit 20.1 to Registrant's Form 10-Q for the quarter ended
               September 30, 1981, is incorporated by reference.
               
         10.32 Amendment, dated August 1, 1981, to Credit Loan Agreement, dated November
               21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage
               Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance
               Corporation.  Exhibit 20.2 to Registrant's Form 10-Q for the quarter ended
               September 30, 1981, is incorporated by reference.
               
         10.33 Amendment, dated September 1, 1981, to Credit Loan Agreement, dated
               November 21, 1980, among The First National Bank of Chicago, U.S. Home
               Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home
               Acceptance Corporation.  Exhibit 20.3 to Registrant's Form 10-Q for the quarter
               ended September 30, 1981, is incorporated by reference.
               
         10.34 Amendment, dated October 1, 1981, to Credit Loan Agreement, dated November
               21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage
               Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance
               Corporation.  Exhibit 20.4 to Registrant's Form 10-Q for the quarter ended
               September 30, 1981, is incorporated by reference.
               
         10.35 Amendment, dated October 1, 1981, to Credit Loan Agreement, dated November
               21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage
               Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance
               Corporation.  Exhibit 20.5 to Registrant's Form 10-Q for the quarter ended
               September 30, 1981, is incorporated by reference.
               
         10.36 Amendment, dated November 1, 1981, to Credit Loan Agreement, dated
               November 21, 1980, among The First National Bank of Chicago, U.S. Home
               Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home
               Acceptance Corporation.  Exhibit 20.6 to Registrant's Form 10-Q for the quarter
               ended September 30, 1981, is incorporated by reference.
               
         10.37 Amendment, dated November 20, 1981, to Credit Loan Agreement, dated
               November 21, 1980, among The First National Bank of Chicago, U.S. Home
               Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home
               Acceptance Corporation.  Exhibit 10.38 to Registrant's Form 10-K for year ended
               December 31, 1981, is incorporated by reference.
               
         10.38 Amendment, dated December 1, 1981, to Credit Loan Agreement, dated
               November 21, 1980, among The First National Bank of Chicago, U.S. Home
               Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home
               Acceptance Corporation.  Exhibit 10.33 to Registrant's Form 10-K for year ended
               December 31, 1981, is incorporated by reference.
               
         10.39 Amendment, dated January 1, 1982, to Credit Loan Agreement, dated November
               21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage
               Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance
               Corporation.  Exhibit 10.34 to Registrant's Form 10-K for year ended December
               31, 1981, is incorporated by reference.
               
         10.40 Amendment, dated February 1, 1982, to Credit Loan Agreement, dated
               November 21, 1980, among The First National Bank of Chicago, U.S. Home
               Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home
               Acceptance Corporation.  Exhibit 10.35 to Registrant's Form 10-K for year ended
               December 31, 1981, is incorporated by reference.
               
         10.41 Amendment, dated March 1, 1982, to Credit Loan Agreement, dated November
               21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage
               Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance
               Corporation.  Exhibit 10.36 to Registrant's Form 10-K for year ended December
               31, 1981, is incorporated by reference.
               
         10.42 Amendment, dated April 1, 1982, to Credit Loan Agreement, dated November
               21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage
               Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance
               Corporation.  Exhibit 20.1 to Registrant's Form 10-Q for quarter ended March
               31, 1982, is incorporated by reference.
               
         10.43 Amendment, dated June 1, 1982, to Credit Loan Agreement, dated November 21,
               1980, among The First National Bank of Chicago, U.S. Home Mortgage
               Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance
               Corporation.  Exhibit 20.1 to Registrant's Form 10-Q for quarter ended June 30,
               1982, is incorporated by reference.
               
         10.44 Credit Loan Agreement, dated as of June 30, 1982, among The First National
               Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance
               Corporation and U.S. Home Acceptance Corporation.  Exhibit 20.2 to
               Registrant's Form 10-Q for quarter ended June 30, 1982, is incorporated by
               reference.
               
         10.45 Commitment, dated August 6, 1981, to purchase mortgage loans between U.S.
               Home Finance Corporation and U.S. Home Corporation.  Exhibit 10.37 to
               Registrant's Form 10-K for the year ended December 31, 1981, is incorporated
               by reference.

</TABLE>

<PAGE>   27


<TABLE>
         <S>   <C>
         10.46 Secured Line of Credit, dated as of January 14, 1983, among The First National
               Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance
               Corporation.  Exhibit 10.46 to Registrant's Form 10-K for the year ended
               December 31, 1982, is incorporated by reference.
               
         10.47 Typical form of commitment to purchase mortgage loans, beginning in 1982,
               between U.S. Home Finance Corporation and U.S. Home Corporation.  Exhibit
               10.47 to Registrant's Form 10-K for the year ended December 31, 1982, is
               incorporated by reference.
               
         10.48 Extension of Secured Line of Credit, dated as of March 28, 1983, among The
               First National Bank of Chicago, U.S. Home Mortgage Corporation and U.S.
               Home Finance Corporation.  Exhibit 10.1 to Registrant's Form 10-Q for the
               quarter ended March 31, 1983, is incorporated by reference.
               
         10.49 Agreement dated March 25, 1983, among Citibank, N.A., U.S. Home Finance
               Corporation and USHAC, Inc.  Exhibit 10.2 to Registrant's Form 10-Q for the
               quarter ended March 31, 1983, is incorporated by reference.
               
         10.50 Extension of Secured Line of Credit, dated June 14, 1983, among The First
               National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home
               Finance Corporation.  Exhibit 10.1 to Registrant's Form 10-Q for the quarter
               ended June 30, 1983, is incorporated by reference.
               
         10.51 Credit Agreement, dated as of May 31, 1983, among The First National Bank of
               Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation,
               USH II Corporation and U.S. Home Acceptance Corporation.  Exhibit 10.2 to
               Registrant's Form 10-Q for the quarter ended June 30, 1983, is incorporated by
               reference.
               
         10.52 Secured Line of Credit, dated as of December 1, 1983, among The First National
               Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance
               Corporation and U.S. Home Acceptance Corporation.  Exhibit 10.52 to
               Registrant's Form 10-K for the year ended December 31, 1983, is incorporated
               by reference.
               
         10.53 Extension of Secured Line of Credit, dated January 16, 1983, among The First
               National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home
               Finance Corporation.  Exhibit 10.1 to Registrant's Form 10-Q for the quarter
               ended March 31, 1984, is incorporated by reference.
               
         10.54 Secured Line of Credit, dated as of July 12, 1984, among The First National
               Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance
               Corporation.  Exhibit 10.54 to Registrant's Form 10-K for the year ended
               December 31, 1985, is incorporated by reference.
               
         10.55 Mortgage Warehouse Agreement, dated as of August 31, 1984, among Citicorp
               Real Estate, Inc. and U.S. Home Mortgage Corporation.  Exhibit 10.55 to
               Registrant's Form 10-K for the year ended December 31, 1985, is incorporated
               by reference.
               
         10.56 Amendment to Secured Line of Credit, dated August 9, 1985, among The First
               National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home
               Finance Corporation.  Exhibit 10.56 to Registrant's Form 10-K for the year ended
               December 31, 1985, is incorporated by reference.

</TABLE>

<PAGE>   28


<TABLE>
         <S>   <C>   
         10.57 Amendment to Mortgage Warehouse Agreement, dated as of July 30, 1985,
               among Citicorp Real Estate, Inc. and U.S. Home Mortgage Corporation.  Exhibit
               10.57 to Registrant's Form 10-K for the year ended December 31, 1985, is
               incorporated by reference.
               
         10.58 Amendment to Secured Line of Credit, dated May 23, 1986, among The First
               National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home
               Finance Corporation.  Exhibit 10.1 to Registrant's Form 10-Q for the quarter
               ended June 30, 1986, is incorporated by reference.
               
         10.59 Amendment to Secured Line of Credit, dated July 24, 1986, among The First
               National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home
               Finance Corporation.  Exhibit 10.2 to Registrant's Form 10-Q for the quarter
               ended June 30, 1986, is incorporated by reference.

          99   Pages 6 through 15 to Prospectus, dated July 23, 1980 (Registration No. 2-67676).

</TABLE>

(b)     No report on Form 8-K was filed by the Company during the three months 
        ended December 31, 1996.


<PAGE>   29


                            SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) 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.

Dated:  April 14, 1997         C.M. Corp.

                               By: /s/ James R. Petty
                                  -----------------------------
                                     James R. Petty
                                   President (principal executive officer)

                               By: /s/ Ronald C. McCabe
                                  -----------------------------
                                   Ronald C. McCabe
                                   Senior Vice President, Chief Accounting
                                   Officer and Chief Financial Officer
                                   (principal accounting officer)

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
         Signature                       Title                                 Date
         ---------                       -----                                 ----
<S>                           <C>                                          <C>
/s/ James R. Petty            Director and President                       April 14, 1997
    (James R. Petty)            (principal executive officer)

/s/ Ronald C. McCabe          Director and Senior Vice                     April 14, 1997
    (Ronald C. McCabe)          President (principal accounting
                                officer)

/s/ Virginia S. Casagrande    Director, Vice President,                    April 14, 1997
    (Virginia S. Casagrande)    Controller and Assistant Secretary

</TABLE>


<PAGE>   30


SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
TO SECTION 15(d) OF THE ACT BY REGISTRANT WHICH HAVE NOT REGISTERED

SECURITIES PURSUANT TO SECTION 12 OF THE ACT:

   No annual report to security holders covering the registrant's last fiscal
year or proxy statement, form of proxy or other proxy soliciting material sent
to more than 10 of the registrant's security holders with respect to any annual
or other meeting of security holders has been sent to any of the registrant's
security holders.


<PAGE>   31


                              INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT                                                                                                    PAGE    
NUMBER                     DESCRIPTION                                                                    NUMBER
<S>      <S>                                                                                              <C>
3.1      Certificate of Incorporation of Registrant.  Exhibit 3.1 to Registrant's Registration
         Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.*
3.2      By-Laws of Registrant.  Exhibit 3.2 to Registrant's Registration Statement on Form
         S-ll, registration No. 2-67676 is incorporated by reference.*
4.1      Indenture, dated as of July 15, 1980, between U.S. Home Finance Corporation, as
         Issuer, and The First National Bank of Chicago, as Trustee.  Exhibit 4.1 to
         Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is
         incorporated by reference.*
4.2      First Supplemental Indenture, dated as of July 15, 1980, between U.S. Home Finance
         Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.  Exhibit
         4.2 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is
         incorporated by reference.*
4.3      Second Supplemental Indenture, dated as of August 15, 1980, between U.S. Home
         Finance Corporation as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.3 to Registrant's Registration Statement on Form S-ll, registration No.
         2-67676, is incorporated by reference.*
4.4      Third Supplemental Indenture, dated as of October 1, 1980, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.4 to Registrant's Registration Statement on Form S-ll, registration No.
         2-67676, is incorporated by reference.*
4.5      Fourth Supplemental Indenture, dated as of November 15, 1980, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.5 to Registrant's Registration Statement on Form S-ll, registration No.
         2-67676, is incorporated by reference.*

*Incorporated by Reference

</TABLE>
        
<PAGE>   32


                        INDEX TO EXHIBITS

                            Continued


<TABLE>
<CAPTION>
EXHIBIT                                                                                                      PAGE 
NUMBER                     DESCRIPTION                                                                      NUMBER
<S>      <C>                                                                                                <C>
4.6      Fifth Supplemental Indenture, dated as of December 15, 1980, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.6 to Registrant's Registration Statement on Form S-ll, registration No.
         2-67676, is incorporated by reference.*
         
4.7      Sixth Supplemental Indenture, dated as of January 15, 1981, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.7 to Registrant's Registration Statement on Form S-ll, registration No.
         2-67676, is incorporated by reference.*
         
4.8      Seventh Supplemental Indenture, dated as of March 9, 1981, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.8 to Registrant's Registration Statement on Form S-ll, registration No.
         2-67676, is incorporated by reference.*
         
4.9      Eighth Supplemental Indenture, dated as of March 15, 1981, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.9 to Registrant's Registration Statement on Form S-ll, registration No.
         2-67676, is incorporated by reference.*
         
4.10     Ninth Supplemental Indenture, dated as of April 1, 1981, between U.S. Home Finance
         Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.  Exhibit
         4.10 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is
         incorporated by reference.*
         
4.11     Tenth Supplemental Indenture, dated as of May 15, 1981, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.11 to Registrant's Registration Statement on Form S-ll, registration No.
         2-67676, is incorporated by reference.*

*Incorporated by Reference

</TABLE>


<PAGE>   33


                        INDEX TO EXHIBITS                                 
                                                                          
                            Continued                                     
                                                                          
<TABLE>                                                                   
<CAPTION>                                                                                                        
EXHIBIT                                                                                                    PAGE  
NUMBER                     DESCRIPTION                                                                    NUMBER 
<S>      <C>                                                                                              <C>    
4.12     Eleventh Supplemental Indenture, dated as of June 15, 1981, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.12 to Registrant's Registration Statement on Form S-ll, registration No.
         2-67676, is incorporated by reference.*
         
4.13     Twelfth Supplemental Indenture, dated as of July 15, 1981, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.13 to Registrant's Registration Statement on Form S-ll, registration No.
         2-67676, is incorporated by reference.*
         
4.14     Thirteenth Supplemental Indenture, dated as of July 30, 1981, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.2 to Registrant's Form 10-Q for the quarter ended September 30, 1981, is
         incorporated herein by reference.*
         
4.15     Indenture, dated as of June 15, 1981, between U.S. Home Finance Corporation, as
         Issuer, and The First National Bank of Chicago, as Trustee.  Exhibit 4.14 to
         Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is
         incorporated by reference.*
         
4.16     First Supplemental Indenture, dated as of August 1, 1981, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.15 to Registrant's Registration Statement on Form S-ll, registration No.
         2-73132, is incorporated by reference.*
         
4.17     Second Supplemental Indenture, dated as of September 1, 1981, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.16 to Registrant's Registration Statement on Form S-ll, registration No.
         2-73132, is incorporated by reference.*

*Incorporated by Reference


</TABLE>

<PAGE>   34

                        INDEX TO EXHIBITS                                   
                                                                            
                            Continued                                       
                                                                            
<TABLE>                                                                     
<CAPTION>                                                                                                        
EXHIBIT                                                                                                    PAGE  
NUMBER                     DESCRIPTION                                                                    NUMBER 
<S>      <C>                                                                                              <C>    
4.18     Third Supplemental Indenture, dated as of October 1, 1981, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.17 to Registrant's Registration Statement on Form S-ll, registration No.
         2-73132, is incorporated by reference.*
         
4.19     Fourth Supplemental Indenture, dated as of October 31, 1981, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.18 to Registrant's Registration Statement on Form S-ll, registration No.
         2-73132, is incorporated by reference.*
         
4.20     Fifth Supplemental Indenture, dated as of November 1, 1981 between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.19 to Registrant's Registration Statement on Form S-ll, registration No.
         2-73132, is incorporated by reference.*
         
4.21     Sixth Supplemental Indenture, dated as of December 1, 1981, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.20 to Registrant's Registration Statement on Form S-ll, registration No.
         2-73132, is incorporated by reference.*
         
4.22     Seventh Supplemental Indenture, dated as of December 21, 1981, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.21 to Registrant's Registration Statement on Form S-ll, registration No.
         2-73132, is incorporated by reference.*
         
4.23     Eighth Supplemental Indenture, dated as of January 1, 1982, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.22 to Registrant's Registration Statement on Form S-ll, registration No.
         2-73132, is incorporated by reference.*

*Incorporated by Reference


</TABLE>

<PAGE>   35

                        INDEX TO EXHIBITS                                   
                                                                            
                            Continued                                       
                                                                            
<TABLE>                                                                     
<CAPTION>                                                                   
EXHIBIT                                                                                                    PAGE  
NUMBER                     DESCRIPTION                                                                    NUMBER 
<S>      <C>                                                                                              <C>                     
4.24     Ninth Supplemental Indenture, dated as of February 1, 1982, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.23 to Registrant's Registration Statement on Form S-ll, registration No.
         2-73132, is incorporated by reference.*
         
4.25     Tenth Supplemental Indenture, dated as of March 1, 1982, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.24 to Registrant's Registration Statement on Form S-ll, registration No.
         2-73132, is incorporated by reference.*
         
4.26     Eleventh Supplemental Indenture, dated as of May 1, 1982, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.25 to Registrant's Registration Statement on Form S-ll, registration No.
         2-73132, is incorporated by reference.*

4.27     Twelfth Supplemental Indenture, dated as of June 15, 1982, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.27 to Registrant's Registration Statement on Form S-ll, registration No.
         2-78099, is incorporated by reference.*
         
4.28     Thirteenth Supplemental Indenture, dated as of August 15, 1982, between U.S. Home
         Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee.
         Exhibit 4.28 to Registrant's Registration Statement on Form S-ll, registration No.
         2-78099, is incorporated by reference.*
         
4.29     Fourteenth Supplemental Indenture, dated as of September 15, 1982, between U.S.
         Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as
         Trustee.  Exhibit 4.29 to Registrant's Registration Statement on Form S-ll, registration
         No. 2-78099, is incorporated by reference.*

*Incorporated by Reference


</TABLE>

<PAGE>   36

                        INDEX TO EXHIBITS                                    
                                                                             
                            Continued                                        
                                                                             
<TABLE>                                                                      
<CAPTION>                                                                    
EXHIBIT                                                                                                    PAGE   
NUMBER                     DESCRIPTION                                                                    NUMBER  
<S>      <C>                                                                                              <C>     
10.1     Underwriting Agreement, dated July 23, 1980, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 1.1 to Registrant's Registration Statement on Form S-ll,
         registration No. 2-67676, is incorporated by reference.*
         
10.2     Underwriting Agreement, dated September 5, 1980, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 1.2 to Registrant's Registration Statement on Form S-ll,
         registration No. 2-67676, is incorporated by reference.*
         
10.3     Underwriting Agreement, dated October 15, 1980, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 1.3 to Registrant's Registration Statement on Form S-ll,
         registration No. 2-67676, is incorporated by reference.*
         
10.4     Underwriting Agreement, dated December 17, 1980, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc. Exhibit 1.4 to Registrant's Registration Statement on Form S-ll,
         registration No. 2-67676, is incorporated by reference.*
         
10.5     Underwriting Agreement, dated January 14, 1981, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 1.5 to Registrant's Registration Statement on Form S-ll,
         registration No. 2-67676, is incorporated by reference.
         
10.6     Underwriting Agreement, dated February 25, 1981, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 1.6 to Registrant's Registration Statement on Form S-ll,
         registration No. 2-67676, is incorporated by reference.*

*Incorporated by Reference

</TABLE>


<PAGE>   37
                        INDEX TO EXHIBITS                                  
                                                                           
                            Continued                                      
                                                                           
<TABLE>                                                                    
<CAPTION>                                                                  
EXHIBIT                                                                                                    PAGE   
NUMBER                     DESCRIPTION                                                                    NUMBER  
<S>      <C>                                                                                              <C>     
 10.7    Underwriting Agreement, dated March 18, 1981, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 1.7 to Registrant's Registration Statement on Form S-ll,
         registration No. 2-67676, is incorporated by reference.*
         
 10.8    Underwriting Agreement, dated April 10, 1981, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 1.8 to Registrant's Registration Statement on Form S-ll,
         registration No. 2-67676, is incorporated by reference.*
         
 10.9    Underwriting Agreement, dated May 20, 1981, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 1.9 to Registrant's Registration Statement on Form S-ll,
         registration No. 2-67676, is incorporated by reference.*
         
10.10    Underwriting Agreement, dated June 15, 1981, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 1.10 to Registrant's Registration Statement on Form S-ll,
         registration No. 2-67676, is incorporated by reference.*
         
10.11    Underwriting Agreement, dated July 16, 1981, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 1.11 to Registrant's Registration Statement on Form S-ll,
         registration No. 2-67676, is incorporated by reference.*
         
10.12    Underwriting Agreement, dated August 21, 1981, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 1.12 to Registrant's Registration Statement on Form S-ll,
         registration No. 2-73132, is incorporated by reference.*

*Incorporated by Reference

</TABLE>

<PAGE>   38
                        INDEX TO EXHIBITS                                    
                                                                             
                            Continued                                        
                                                                             
<TABLE>                                                                      
<CAPTION>                                                                    
EXHIBIT                                                                                                    PAGE   
NUMBER                     DESCRIPTION                                                                    NUMBER  
<S>      <C>                                                                                              <C>     
10.13    Underwriting Agreement, dated October 1, 1981, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 10.13 to Registrant's Form 10-K, for the year ended
         December 31, 1981 is incorporated by reference.*
         
10.14    Underwriting Agreement, dated October 21, 1981, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 10.14 to Registrant's Form 10-K, for the year ended
         December 31, 1981 is incorporated by reference.*
         
10.15    Underwriting Agreement, dated November 19, 1981, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 10.15 to Registrant's Form 10-K, for the year ended
         December 31, 1981 is incorporated by reference.*
         
10.16    Underwriting Agreement, dated December 14, 1981, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 10.16 to Registrant's Form 10-K, for the year ended
         December 31, 1981 is incorporated by reference.*
         
10.17    Underwriting Agreement, dated January 21, 1982, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 10.17 to Registrant's Form 10-K, for the year ended
         December 31, 1981 is incorporated by reference.*
         
10.18    Underwriting Agreement, dated February 26, 1982, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 10.18 to Registrant's Form 10-K, for the year ended
         December 31, 1981 is incorporated by reference.*

*Incorporated by Reference


</TABLE>

<PAGE>   39

                        INDEX TO EXHIBITS                                   
                                                                            
                            Continued                                       
                                                                            
<TABLE>                                                                     
<CAPTION>                                                                                                         
EXHIBIT                                                                                                    PAGE   
NUMBER                     DESCRIPTION                                                                    NUMBER  
<S>      <C>                                                                                              <C>     
10.19    Underwriting Agreement, dated March 17, 1982, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 10.19 to Registrant's Form 10-K, for the year ended
         December 31, 1981 is incorporated by reference.*
         
10.20    Underwriting Agreement, dated June 4, 1982, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 10.20 to Registrant's Form 10-K, for the year ended
         December 31, 1981 is incorporated by reference.*
         
10.21    Underwriting Agreement, dated September 1, 1982, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc.  Exhibit 10.21 to Registrant's Form 10-K, for the year ended
         December 31, 1981 is incorporated by reference.*
         
10.22    Underwriting Agreement, dated October 13, 1982, among U.S. Home Finance
         Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James &
         Associates, Inc. and I. M. Simon & Co.   Exhibit 10.22 to Registrant's Form 10-K,
         for the year ended December 31, 1981 is incorporated by reference.*
         
10.23    Servicing Agreement, dated July 15, 1981, among U.S. Home Finance Corporation,
         U.S. Home Mortgage Corporation and U.S. Home Corporation.  Exhibit 12.1 to
         Registrant's Registration Statement on Form S-ll, registration No. 2-67676 is
         incorporated by reference.*
         
10.24    Amendment, dated March 15, 1981 to Servicing Agreement, dated as of July 15,
         1980.  Exhibit 10.1 to Registrant's Registration Statement on Form S-ll, registration
         No. 2-67676, is incorporated by reference.*

*Incorporated by Reference

</TABLE>


<PAGE>   40

                        INDEX TO EXHIBITS                                   
                                                                            
                            Continued                                       
                                                                            
<TABLE>                                                                     
<CAPTION>                                                                                                         
EXHIBIT                                                                                                    PAGE   
NUMBER                     DESCRIPTION                                                                    NUMBER  
<S>      <C>                                                                                              <C>     
10.25    Servicing Agreement, dated June 15, 1981, among U.S. Home Finance Corporation,
         U.S. Home Mortgage Corporation and U.S. Home Corporation.  Exhibit 10.5 to
         Registrant's Registration Statement on Form S-ll, registration No. 2-73132 is
         incorporated by reference.*
         
10.26    Amendment, dated as of November 2, 1981, to Servicing Agreement dated as of June
         15, 1981 among U.S. Home Finance Corporation, U.S. Home Mortgage Corporation
         and U.S. Home Corporation.  Exhibit 10.6 to Registrant's Registration Statement on
         Form S-ll, registration No. 2-73132, is incorporated by reference.*
         
10.27    Amendment, dated as of June 15, 1982, to Servicing Agreement dated as of June 15,
         1981 among U.S. Home Finance Corporation, U.S. Home Mortgage Corporation and
         U.S. Home Corporation.  Exhibit 10.47 to Registrant's Registration Statement on
         Form S-ll, registration No. 2-78099, is incorporated by reference.*
         
10.28    Credit Agreement, dated November 21, 1980, among The First National Bank of
         Chicago, U.S. Home Corporation, U.S. Home Finance Corporation and U.S. Home
         Acceptance Corporation.  Exhibit 10.10 to Registrant's Form 10-K, for the year ended
         December 31, 1980 is incorporated by reference.*
         
10.29    Amendment, dated March 26, 1981 to Credit Loan Agreement, dated November 21,
         1980, among The First National Bank of Chicago, U.S. Home Corporation, U.S.
         Home Finance Corporation and U.S. Home Acceptance Corporation.  Amendment to
         Registrant's Form 10-Q for quarter ended March 31, 1981, is incorporated by
         reference.*
         
10.30    Amendment, dated April 1, 1981 to Credit Loan Agreement, dated November 21,
         1980, among The First National Bank of Chicago, U.S. Home Corporation, U.S.
         Home Finance Corporation and U.S. Home Acceptance Corporation.  Amendment to
         Registrant's Form 10-Q for quarter ended June 30, 1981, is incorporated by reference.*

*Incorporated by Reference

</TABLE>

<PAGE>   41

                        INDEX TO EXHIBITS                                    
                                                                             
                            Continued                                        
                                                                             
<TABLE>                                                                      
<CAPTION>                                                                                                         
EXHIBIT                                                                                                    PAGE   
NUMBER                     DESCRIPTION                                                                    NUMBER  
<S>      <C>                                                                                              <C>     
10.31    Amendment, dated July 1, 1981 to Credit Loan Agreement, dated November 21, 1980,
         among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S.
         Home Finance Corporation and U.S. Home Acceptance Corporation.  Amendment to
         Registrant's Form 10-Q for quarter ended September 30, 1981, is incorporated by
         reference.*
         
10.32    Amendment, dated August 1, 1981 to Credit Loan Agreement, dated November 21,
         1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation,
         U.S. Home Finance Corporation and U.S. Home Acceptance Corporation.
         Amendment to Registrant's Form 10-Q for quarter ended September 30, 1981, is
         incorporated by reference.*
         
10.33    Amendment, dated September 1, 1981 to Credit Loan Agreement, dated November
         21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage
         Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance
         Corporation.  Amendment to Registrant's Form 10-Q for quarter ended September 30,
         1981, is incorporated by reference.*
         
10.34    Amendment, dated October 1, 1981 to Credit Loan Agreement, dated November 21,
         1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation,
         U.S. Home Finance Corporation and U.S. Home Acceptance Corporation.
         Amendment to Registrant's Form 10-Q for quarter ended September 30, 1981, is
         incorporated by reference.*
         
10.35    Amendment, dated October 1, 1981 to Credit Loan Agreement, dated November 21,
         1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation,
         U.S. Home Finance Corporation and U.S. Home Acceptance Corporation.
         Amendment to Registrant's Form 10-Q for quarter ended September 30, 1981, is
         incorporated by reference.*

*Incorporated by Reference

</TABLE>

<PAGE>   42
                        INDEX TO EXHIBITS                                    
                                                                             
                            Continued                                        
                                                                             
<TABLE>                                                                      
<CAPTION>                                                                                                         
EXHIBIT                                                                                                    PAGE   
NUMBER                     DESCRIPTION                                                                    NUMBER  
<S>      <C>                                                                                              <C>     
10.36    Amendment, dated November 1, 1981 to Credit Loan Agreement, dated November 21,
         1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation,
         U.S. Home Finance Corporation and U.S. Home Acceptance Corporation.
         Amendment to Registrant's Form 10-Q for quarter ended September 30, 1981, is
         incorporated by reference.*
         
10.37    Amendment, dated November 20, 1981 to Credit Loan Agreement, dated November
         21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage
         Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance
         Corporation.  Exhibit 10.38 to Registrant's Form 10-K for the year ended December
         31, 1981, is incorporated by reference.*
         
10.38    Amendment, dated December 1, 1981 to Credit Loan Agreement, dated November 21,
         1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation,
         U.S. Home Finance Corporation and U.S. Home Acceptance Corporation.  Exhibit
         10.33 to Registrant's Form 10-K for the year ended December 31, 1981, is
         incorporated by reference.*
         
10.39    Amendment, dated January 1, 1982 to Credit Loan Agreement, dated November 21,
         1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation,
         U.S. Home Finance Corporation and U.S. Home Acceptance Corporation.  Exhibit
         10.34 to Registrant's Form 10-K for the year ended December 31, 1981, is
         incorporated by reference.*
         
10.40    Amendment, dated February 1, 1982 to Credit Loan Agreement, dated November 21,
         1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation,
         U.S. Home Finance Corporation and U.S. Home Acceptance Corporation.  Exhibit
         10.35 to Registrant's Form 10-K for the year ended December 31, 1981, is
         incorporated by reference.*

*Incorporated by Reference

</TABLE>

<PAGE>   43

                        INDEX TO EXHIBITS                                  
                                                                           
                            Continued                                      
                                                                           
<TABLE>                                                                    
<CAPTION>                                                                                                         
EXHIBIT                                                                                                    PAGE   
NUMBER                     DESCRIPTION                                                                    NUMBER  
<S>      <C>                                                                                              <C>     
10.41    Amendment, dated March 1, 1982 to Credit Loan Agreement, dated November 21,
         1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation,
         U.S. Home Finance Corporation and U.S. Home Acceptance Corporation.  Exhibit
         10.36 to Registrant's Form 10-K for the year ended December 31, 1981, is
         incorporated by reference.*
         
10.42    Amendment, dated April 1, 1982 to Credit Loan Agreement, dated November 21,
         1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation,
         U.S. Home Finance Corporation and U.S. Home Acceptance Corporation.  Exhibit
         20.1 to Registrant's Form 10-Q for quarter ended March 31, 1982, is incorporated by
         reference.*
         
10.43    Amendment, dated June 1, 1982 to Credit Loan Agreement, dated November 21,
         1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation,
         U.S. Home Finance Corporation and U.S. Home Acceptance Corporation.  Exhibit
         20.1 to Registrant's Form 10-Q for quarter ended June 30, 1982, is incorporated by
         reference.*
         
10.44    Credit Loan Agreement, dated as of June 30, 1982, among The First National Bank
         of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and
         U.S. Home Acceptance Corporation. Exhibit 20.2 to Registrant's Form 10-Q for
         quarter ended June 30, 1982, is incorporated by reference.*
         
10.45    Commitment, dated August 6, 1981, to purchase mortgage loans between U.S. Home
         Finance Corporation and U.S. Home Corporation.  Exhibit 10.37 to Registrant's Form
         10-K for the year ended December 31, 1981, is incorporated by reference.*
         
10.46    Secured Line of Credit, dated as of January 14, 1983 among The First National Bank
         of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance Corporation.
         Exhibit 10.46 to Registrant's Form 10-K for the year ended December 31, 1982, is
         incorporated by reference.*


*Incorporated by Reference

</TABLE>

<PAGE>   44

                        INDEX TO EXHIBITS                                  
                                                                           
                            Continued                                      
                                                                           
<TABLE>                                                                    
<CAPTION>                                                                  
EXHIBIT                                                                                                    PAGE   
NUMBER                     DESCRIPTION                                                                    NUMBER  
<S>      <C>                                                                                              <C>     
10.47    Typical form of commitment to purchse mortgage loans, beginning in 1982, between
         U.S. Home Finance Corporation and U.S. Home Corporation.  Exhibit 10.47 to
         Registrant's Form 10-K for the year ended December 31, 1982, is incorporated by
         reference.*
         
10.48    Extension of Secured Line of Credit, dated as of March 28, 1983, among The First
         National Bank of Chicago, U.S. Home Mortgage Corporation, and U.S. Home
         Finance Corporation.  Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended
         March 31, 1983, is incorporated by reference.*
         
10.49    Agreement, dated March 25, 1983, among Citibank, N.A., U.S. Home Finance
         Corporation and USHAC, Inc.  Exhibit 10.2 to Registrant's Form 10-Q for the quarter
         ended March 31, 1983, is incorporated by reference.*
         
10.50    Extension of Secured Line of Credit, dated June 14, 1983, among The First National
         Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance
         Corporation.  Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended June 30,
         1983, is incorporated by reference.*
         
10.51    Credit Agreement, dated as of May 31, 1983, among The First National Bank of
         Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation, USH
         II Corporation and U.S. Home Acceptance Corporation.  Exhibit 10.2 to Registrant's
         Form 10-Q for the quarter ended June 30, 1983, is incorporated by reference.*
         
10.52    Secured Line of Credit, dated as of December 1, 1983, among The First National Bank
         of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and
         U.S. Home Acceptance Corporation.   Exhibit 10.52 to Registrant's Form 10-K for
         the year ended December 31, 1983, is incorporated by reference.*
         
10.53    Extension of Secured Line of Credit, dated January 16, 1984, among The First
         National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance
         Corporation.  Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended March 31,
         1984, is incorporated by reference.*

*Incorporated by Reference

</TABLE>

<PAGE>   45

                        INDEX TO EXHIBITS                                   
                                                                            
                            Continued                                       
                                                                            
<TABLE>                                                                     
<CAPTION>                                                                   
EXHIBIT                                                                                                    PAGE   
NUMBER                     DESCRIPTION                                                                    NUMBER  
<S>      <C>                                                                                              <C>     
10.54    Secured Line of Credit, dated as of July 12, 1984, among The First National Bank of
         Chicago, U.S. Home Mortgage Corporation, and U.S. Home Finance Corporation.
         Exhibit 10.54 to Registrant's Form 10-K for the year ended December 31, 1985, is
         incorporated by reference.*
10.55    Mortgage Warehouse Agreement, dated as of August 31, 1984, among Citicorp Real
         Estate, Inc. and U.S. Home Mortgage Corporation.  Exhibit 10.55 to Registrant's
         Form 10-K for the year ended December 31, 1985, is incorporated by reference.*
10.56    Amendment to Secured Line of Credit, dated as of August 9, 1985, among The First
         National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance
         Corporation.  Exhibit 10.56 to Registrant's Form 10-K for the year ended December
         31, 1985, is incorporated by reference.*
10.57    Amendment to the Mortgage Warehouse Agreement, dated as of July 30, 1985, among
         Citicorp Real Estate, Inc. and U.S. Home Mortgage Corporation.  Exhibit 10.57 to
         Registrant's Form 10-K for the year ended December 31, 1985, is incorporated by
         reference.*
10.58    Amendment to Secured Line of Credit, dated May 23, 1986, among The First National
         Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance
         Corporation.  Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended June 30,
         1986, is incorporated by reference.*
10.59    Amendment to Secured Line of Credit, dated July 24, 1986, among The First National
         Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance
         Corporation.  Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended June 30,
         1986, is incorporated by reference.*
99       Pages 6 through 15 to Prospectus,  dated July 23, 1980 (Registration No. 2-67676).               51-60

*Incorporated by Reference

</TABLE>