<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, 1997
                                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 33759
        (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 February 28, 1998:               None


<PAGE> 2

Number  of  shares  outstanding  of the  registrant's  common  stock  as of
February 28, 1998:

                Class                   Outstanding at February 28, 1998
     --------------------------         ---------------------------------
     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 49
                  Exhibit Index Located on Pages 34 thru 49







<PAGE> 3
                              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 $525,300 was outstanding at
     both December 31, 1997 and February 28, 1998.

        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 1988, the Company exhausted
     the blanket mortgage insurance coverage to cover foreclosure losses on
     the  conventional  mortgage pools securing each series of Bonds.  As a
     result of the  exhaustion  of the blanket  mortgage  insurance for the
     mortgage pools, losses have been and may be incurred by the Company
     that previously were reimbursed by the mortgage insurer.

<PAGE> 4
        The  Company  does  not  have,  nor  did it  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  depended  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.

        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 did 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
     resulted  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)  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.


<PAGE> 5

        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 was 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 February 28, 1998, 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
     remaining cash funds on deposit with the Trustee and the one remaining
     foreclosed  mortgage  loan  in the  process  of  liquidation  with  an
     outstanding   principal  balance  of  $36,100  and  an  estimated  net
     realizable value of $7,000.  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 February 28,
     1998, 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.

        For additional information, see "Notes 2, 4 and 5 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, 1997
               (Dollars in Thousands, Except Per Share Data)

<TABLE>
<CAPTION>

                                           Years Ended December 31,
                                 --------------------------------------------
                                  1997     1996     1995       1994     1993
                                -------  -------  -------   --------  -------

<S>                             <C>      <C>      <C>       <C>       <C>
OPERATING REVENUES ............ $  107   $   310  $   371   $   474   $   560

OPERATING INCOME (LOSS) ....... $   11   $ 1,378  $  (303)  $  (165)  $  (196)

INCOME TAXES .................. $ --     $  --    $  --     $  --     $  --
                                ------   -------  -------   -------   -------
NET INCOME (LOSS) ............. $   11   $ 1,378  $  (303)  $  (165)  $  (196)
                                ======   =======  =======   =======   =======

NET INCOME (LOSS) PER COMMON
SHARE  ........................ $   11   $ 1,378  $  (303)  $  (165)  $  (196)

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

TOTAL ASSETS .................. $   50   $ 2,956  $ 1,746   $ 2,725   $ 3,257

TOTAL LONG-TERM DEBT .......... $  525   $ 3,396  $ 3,562   $ 4,228   $ 4,588
</TABLE>



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

   Results of Operations

        Interest  revenues and expenses  decreased  during 1997 compared to
   1996  and  1995  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,  primarily,  to the sale of substantially all of
   the mortgage  loans during the first  quarter of 1997 and the  principal
   prepayment of a significant  portion of the related  long-term debt from
   such sale proceeds.  In addition,  the Company  realized a gain from the
   sale of these mortgage loans.

        As a result  of the sale of these  loans at an above  par  purchase
   price to an unaffiliated investor,  the Company recovered  substantially
   all of its provision for losses on loans and real estate at December 31,
   1996.

   Liquidity -

        On May 28,  1992,  as a result of  non-compliance  with a  covenant
   under the Indenture, 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 did 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 depended 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.

        Prior to and  including  the payment  made on March 28, 1997 to the
   Series B bondholders  from the sale of the mortgage  loans securing such
   series,  the Company made timely payments due to the  bondholders  under
   the terms of the  Indenture.  However,  the  Company  believed  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  under the  terms of the  Indenture  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 would have in the future  caused 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, at the end of
   1996,  the Bonds had stated  maturities  within 4 years in the year 2000
   and there was 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.  Such events would have caused 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.
<PAGE> 8

        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 in  default  and
   pledged  to  secure  the  Series B Bonds  which  has  been  subsequently
   foreclosed and is awaiting liquidation. 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 February
   28, 1998, 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 remaining
   cash funds on  deposit  with the  Trustee  of $43 and the one  remaining
   foreclosed   mortgage  loan  in  the  process  of  liquidation  with  an
   outstanding principal balance of $36,100 and an estimated net realizable
   value of  $7,000.  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,  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  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 February 28, 1998, 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 5 of Notes to
   Financial Statements."

<PAGE> 9


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, 1997 and 1996

    Statements of Operations - For the Years Ended December 31, 1997, 1996,
      and 1995

    Statements of  Stockholder's  Equity - For the Years Ended December 31,
        1997, 1996, and 1995

    Statements of Cash Flows - For the Years Ended December 31, 1997, 1996,
      and 1995

    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> 10
                            C.M. CORP.
                          BALANCE SHEETS
                    DECEMBER 31, 1997 AND 1996
                           (Unaudited)*
<TABLE>
<CAPTION>

                                                     (Dollars in Thousands)

                                                       1997          1996
                                                      -------       ------
                            ASSETS
                            ------

<S>                                                   <C>          <C>
RESTRICTED CASH .............................         $    43      $   544

ACCRUED INTEREST RECEIVABLE .................            --             24

INVESTMENT IN RESIDENTIAL MORTGAGE LOANS, net            --          2,388

REAL ESTATE OWNED ...........................               7         --
                                                      -------      -------

                                                      $    50      $ 2,956
                                                      =======      =======

     LIABILITIES AND STOCKHOLDER'S EQUITY
     ------------------------------------

LIABILITIES:

  Payable to U.S. Home Mortgage Corporation .         $ 1,584      $ 1,584
  Accrued interest and other liabilities ....            --             46
  Long-term debt, in default ................             525        3,396
                                                      -------      -------
      Total liabilities .....................           2,109        5,026
                                                      -------      -------
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 ..........................          (3,778)      (3,789)
                                                      -------      -------
      Total stockholder's equity ............          (2,059)      (2,070)
                                                      -------      -------
                                                      $    50      $ 2,956
                                                      =======      =======
</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> 11


                                 C.M. CORP.
                          STATEMENTS OF OPERATIONS
            FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
                                (Unaudited)

<TABLE>
<CAPTION>


                                                (Dollars in Thousands)
                                               1997       1996       1995
                                             -------    -------    -------
REVENUES:

<S>                                          <C>        <C>        <C>
  Interest .....................             $    42    $   310    $   371

  Gain on sale of loans ........                  65       --         --
                                             -------    -------    -------
                                                 107        310        371
                                             -------    -------    -------
EXPENSES:

  Interest .....................                  83        422        480
  Provision (recovery) of losses
      on loans and real estate
      owned ....................                   7     (1,515)       166
  Other ........................                   6         25         28
                                             -------    -------    -------
                                                  96     (1,068)       674
                                             -------    -------    -------
NET INCOME (LOSS) ..............             $    11    $ 1,378    $  (303)
                                             =======    =======    =======



</TABLE>

  The accompanying notes are an integral part of these statements.


<PAGE> 12


                            C.M. CORP.
                STATEMENTS OF STOCKHOLDER'S EQUITY
       FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
                           (Unaudited)

<TABLE>
<CAPTION>


                               (Dollars in Thousands, Except Par Value)

                                Common       Capital in
                                Stock         Excess of       Retained
                                $1 Par        Par Value       Deficit
                                --------    -----------     -----------

<S>                             <C>            <C>          <C>
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)

Net income for the year            -              -                 11
                                --------       --------     ----------
BALANCE, December 31, 1997      $      1       $  1,718     $   (3,778)
                                ========       ========     ==========


</TABLE>

  The accompanying notes are an integral part of these statements.


<PAGE> 13

<TABLE>
<CAPTION>

                                C.M. CORP.
                         STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
                               (Unaudited)

                                                   (Dollars in Thousands)
                                                1997        1996        1995
                                               -------     -------   --------
Cash Flows From Operating Activities:
<S>                                            <C>         <C>       <C>
   Net income (loss) ....................      $    11     $ 1,378   $  (303)
Adjustments to reconcile net loss to
   net cash provided(used) by operating
   activities -
     Provision (recovery) of losses on
        loans and real estate owned .....            7      (1,515)      166
     Amortization of discounts on
        investments .....................         --          --          (6)
     Changes in assets and liabilities -
        Decrease (increase) in
           receivables and real estate
           owned ........................           24          (2)      104
        Decrease in accrued interest
           and other liabilities ........          (46)         (2)      (10)
                                               -------     -------   -------
Net cash used by operating activities ...           (4)       (141)      (49)
                                               -------     -------   -------
Cash Flows From Investing Activities:
   Proceeds from investments in
      residential mortgage loans ........        2,374         330       693
   Decrease (increase) in restricted cash          501         (23)       22
                                               -------     -------   -------
   Net cash used by investing activities         2,875         307       715
                                               -------     -------   -------
Cash Flows From Financing Activities:
   Repayment of long-term debt ..........       (2,871)       (166)     (666)
                                               -------     -------   -------
   Net cash used by financing activities        (2,871)       (166)     (666)
                                               -------     -------   -------
Net Change In Cash ......................         --          --        --
Cash At Beginning Of Year ...............         --          --        --
                                               -------     -------   -------
Cash At End Of Year .....................      $  --       $  --     $  --
                                               =======     =======   =======

Supplemental Disclosure:
   Interest Paid ........................      $   129     $   425   $   490
                                               =======     =======   =======
</TABLE>

   The accompanying notes are an integral part of these statements.
<PAGE> 14

                            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,  during 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 1998 (see Notes 2, 4 and 5).

       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.


<PAGE> 15

   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  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 depended 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 5). The
   disposition  and  liquidation of the pledged assets to pay the principal
   and interest on the bonds was 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. At December 31, 1997, the Company  believes the proceeds from the
   liquidation  of the remaining  assets  pledged to the bonds will not pay
   the remaining bonds in full. In addition,  the Company does not have any
   assets to fund the payable to U.S. Home Mortgage Corporation.


(2)    INVESTMENT IN RESIDENTIAL MORTGAGE LOANS:

       All mortgage loans  purchased by the Company were held for long-term
   investment  as collateral  for  long-term  debt and were included in the
   accompanying balance sheets at amortized cost net of valuation reserves.

       During 1997,  the Company sold  substantially  all of its  remaining
   investment in residential 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 5).


(3)    VALUATION RESERVES:

       The  Company  invested  in  a  significant  number  of  conventional
   residential  mortgage  loans with high  loan-to-value  ratios  that were
   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
   1988, the Company exhausted the blanket mortgage  insurance  coverage to
   cover  foreclosure  losses  on  the  conventional  mortgage  loan  pools
   securing the mortgage-backed bonds issued by the Company. 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.


<PAGE> 16

       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, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
                                                            Real Estate
                                            Investments         Owned
                                            -----------      -----------
       <S>                                       <C>           <C>
       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        $  -
       Provision for losses                          -              7
       Reclassification                             (22)           22
                                                 ------        ------
       Balance at December 31, 1997              $   -         $   29
                                                 ======        ======
</TABLE>


(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 $525 in  principal  amount is
   outstanding  at December 31, 1997.  At December 31, 1997,  the remaining
   Series B Bonds have an interest  rate of 12.25% per annum and mature  on
   August 31, 2000.


<PAGE> 17

       During 1997,  substantially all of the mortgage loans pledged to the
   Bonds  were  sold and the  Trustee  paid  principal  on the Bonds in the
   amount of $2,871 (see Note 5).

       The Company does not have, nor did it 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  depended  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 did  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  resulted  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 (consisting of the Series A
   and Series B  Bonds)  to  be  immediately due and payable.  Accordingly,
   pursuant  to  Section 12.02(a)  of the Indenture, the Company ceased the
   redemption of any of the remaining Bonds.

       From 1992 through 1996, the Trustee  issued  various  reports to the
   bondholders,  from time to time,  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  a  report  issued  to  the
   bondholders in 1994 that the unaffiliated  collateral evaluation service
   retained by the Trustee to review and  analyze the  collateral  securing
   the Bonds concluded there was a significant depreciation in the value of
   the  properties  securing the mortgage  loans and such  depreciation  in
   value  was  likely  to have a  significant  affect  on the  bondholders'
   ultimate  recovery of their  investment  in the Bonds.  The Trustee also
   stated  in that  report  their  intent  to hold the  collateral  for the
   present and this decision was  reconfirmed in subsequent  reports issued
   to the bondholders in 1995 and 1996.


<PAGE> 18

       The Trustee  requested  reimbursement  from the Company for costs of
   legal  counsel and the  collateral  evaluation  service  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. Under the terms of the Indenture,
   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.  As of December 31,
   1997, the Trustee  withdrew on a cumulative  basis $109 from the reserve
   fund for the Series A Bonds and the same amount of $109 from the reserve
   fund for the Series B Bonds for these costs.

       Prior to and  including  the  payment  made on March 28, 1997 to the
   Series B bondholders  from the sale of the mortgage  loans securing such
   series,  the Company made timely payments due to the  bondholders  under
   the terms of the  Indenture.  However,  the  Company  believed  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  under the terms of the Indenture 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  would 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,
   at the end of 1996,  the Bonds had a stated  maturity  within the next 4
   years in the year  2000 and  there was 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. Such events would 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.


<PAGE> 19

       Mortgage,  as  servicer,  was 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.  During 1991,  Mortgage,  as servicer,  advised the
   Company that it would not advance delinquent  mortgage loan payments due
   to the uncertainty of the recoverability of such advances.  As a result,
   the Trustee withdrew once each in 1991 and 1992 a portion of the reserve
   funds to make the required  interest  payments on the Series B Bonds and
   to make one such  payment on the Series A Bonds in 1996.  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  would have also
   resulted in further  withdrawals from each of the reserve funds for both
   series of Bonds until these funds were  eventually  exhausted.  The cash
   reserve   funds  for  the  Series  A  Bonds  and  Series  B  Bonds  were
   substantially  depleted from the principal  payments paid on these Bonds
   during the first quarter of 1997. At December 31, 1997, funds on deposit
   with the Trustee,  including the remaining cash reserve  funds,  totaled
   $43.

(5)    LOAN SALE AND BOND PREPAYMENT:

       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 was 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 December 31, 1997, the outstanding  principal  balance of the
   Series B Bonds was $525.


<PAGE> 20

       The Company does not have, nor expect to have, any assets  available
   to make further  payments on the Series B Bonds other than the remaining
   cash funds on deposit with the Trustee and the one remaining  foreclosed
   mortgage  loan  in  the  process  of  liquidation  with  an  outstanding
   principal  balance of $36 and estimated net  realizable value of $7. 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.  Based on
   this  statement by the Trustee,  the Company  ceased  accruing  interest
   expense  payable  on the  outstanding  Series  B  Bonds.  Therefore,  at
   December 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.


(6)    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.


(7)    TRANSACTIONS WITH AFFILIATED COMPANIES:

       Mortgage  acted  as  servicing  agent  for the  mortgage  loans  and
   administers  the  disposition of the one remaining  foreclosed  mortgage
   loan 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.

Item 9.    Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure

   See note 1 to the financial statements.


<PAGE> 21

                             PART III

Item 10.   Directors and Executive Officers of the Registrant

       The Company's Board of Directors and executive  officers during 1997
   and their respective ages, length of service as a director and positions
   are set forth below:

                                   Served as
                                   Director
       Name                  Age    Since     Position and Office
   ----------------------  ------  ---------- -------------------------------
   James R. Petty            49      1992     Director and President

   Ronald C. McCabe          49      1992     Director, Senior Vice President
                                              and Secretary

   Virginia S. Casagrande    47      1996     Director, Vice President,
                                              Controller and Assistant
                                              Secretary

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

       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.



<PAGE> 22


       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  February  28,  1998,  Mortgage  owned all of the  issued  and
   outstanding stock of the Company.

       James R. Petty,  President of the Company,  beneficially owns 32,786
   shares of common stock of U.S. Home Corporation, including 21,667 options
   to acquire shares of common stock of which 12,668 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   32,856 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, 1997,  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> 23
                             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

          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.
<PAGE> 24


          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.


<PAGE> 25

          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.

          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.


<PAGE> 26

          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.

          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.


<PAGE> 27

          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.

         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.

<PAGE> 28

         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 &  o.,   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.
<PAGE> 29

        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.

        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.
<PAGE> 30

        10.30  Amendment, dated  April 1, 1981, to Credit Loan Agreement,
               dated November 21, 1980, among  The First National Bank of
               Chicago,   U.S.   Hom    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.


<PAGE> 31

        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.


<PAGE> 32

        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.

        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.
<PAGE> 33

        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.

        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   Description of the Bonds and Security Package from Pages 6
               through 15 to Prospectus, dated July 23, 1980 (Registration
               No. 2-67676).  Exhibit 99 to Registrant's Form 10-K for the
               year ended December 31, 1996, is incorporated by reference.

(b)       No  report  on  Form  8-K  was  filed  by the Company  during the
          three months ended December 31, 1997.

<PAGE> 34

                            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:  March 30, 1998         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.

    Signature                   Title                          Date
    ---------                   -----                          ----



 /s/ James R. Petty            Director and President           March 30, 1998
--------------------           (principal executive officer)
(James R. Petty)



 /s/ Ronald C. McCabe          Director and Senior Vice         March 30, 1998
-----------------------        President (principal accounting
(Ronald C. McCabe)             officer)

 /s/ Virginia S. Casagrande    Director, Vice President,        March 30, 1998
---------------------------    Controller and Assistant
(Virginia S. Casagrande)       Secretary

<PAGE> 35


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> 36
                        INDEX TO EXHIBITS
                        -----------------

EXHIBIT                                                             PAGE
NUMBER                     DESCRIPTION                             NUMBER
------                     -----------                             ------

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-11,
               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.                                           *
<PAGE> 37
                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                             PAGE
NUMBER                     DESCRIPTION                             NUMBER
------                     -----------                             ------


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.                                        *


<PAGE> 38
                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                             PAGE
NUMBER                     DESCRIPTION                             NUMBER
------                     -----------                             ------

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.                           *

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.                           *


<PAGE> 39
                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                             PAGE
NUMBER                     DESCRIPTION                             NUMBER
------                     -----------                             ------

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.                        *

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.                           *
<PAGE> 40
                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                             PAGE
NUMBER                     DESCRIPTION                             NUMBER
------                     -----------                             ------

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.                           *
<PAGE> 41
                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                             PAGE
NUMBER                     DESCRIPTION                             NUMBER
------                     -----------                             ------

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.               *

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.                        *
<PAGE> 42
                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                             PAGE
NUMBER                     DESCRIPTION                             NUMBER
------                     -----------                             ------

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.                        *
<PAGE> 43

                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                             PAGE
NUMBER                     DESCRIPTION                             NUMBER
------                     -----------                             ------

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.                        *
<PAGE> 44
                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                             PAGE
NUMBER                     DESCRIPTION                             NUMBER
------                     -----------                             ------

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.                        *

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.                           *
<PAGE> 45
                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                             PAGE
NUMBER                     DESCRIPTION                             NUMBER
------                     -----------                             ------

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.                           *

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.                                        *
<PAGE> 46
                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                              PAGE
NUMBER                     DESCRIPTION                              NUMBER
------                     -----------                              ------

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.                        *

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.               *
<PAGE> 47
                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                             PAGE
NUMBER                     DESCRIPTION                             NUMBER
------                     -----------                             ------

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.                  *

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.                          *
<PAGE> 48
                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                             PAGE
NUMBER                     DESCRIPTION                             NUMBER
------                     -----------                             ------

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.                                       *
<PAGE> 49
                       INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                             PAGE
NUMBER                     DESCRIPTION                             NUMBER
------                     -----------                             ------

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.                       *
<PAGE> 50

                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                             PAGE
NUMBER                     DESCRIPTION                             NUMBER
------                     -----------                             ------


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.                                       *
<PAGE> 51
                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                             PAGE
NUMBER                     DESCRIPTION                             NUMBER
------                     -----------                             ------

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.                 *

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.                          *
<PAGE> 52
                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                              PAGE
NUMBER                     DESCRIPTION                              NUMBER
------                     -----------                              ------

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.                          *

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.                 *
<PAGE> 53
                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------

EXHIBIT                                                              PAGE
NUMBER                     DESCRIPTION                              NUMBER
------                     -----------                              ------

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.                                          *
<PAGE> 54


                        INDEX TO EXHIBITS
                        -----------------
                            Continued
                            ---------


EXHIBIT                                                              PAGE
NUMBER                     DESCRIPTION                              NUMBER
------                     -----------                              ------


99              Description of the Bonds and Security
                Package from Pages 6 through 15 to
                Prospectus, dated July 23, 1980
                (Registration No. 2-67676). Exhibit 99 to
                Registrant's Form 10-K for the year ended
                December 31, 1996, is incorporated
                by reference.                                       *




*Incorporated by Reference