<PAGE> 1
                                            

              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                 Form 10-Q


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

       For the quarterly period ended September 30, 1996

                                     OR

(  )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the transition period from _______________ to ________________.

                       Commission File Number 1-5899

                           U.S. HOME CORPORATION
           (Exact name of registrant as specified in its charter)

         Delaware                                    21-0718930
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)

                 1800 West Loop South, Houston, Texas 77027
            (Address of principal executive offices) (Zip Code)

     Registrant's telephone number, including area code: (713) 877-2311

                               Not Applicable
            (Former name, former address and former fiscal year,
                       if changed since last report.)

Indicate by check mark whether  the  registrant  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange  Act
of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been  subject to
such filing  requirements  for the past 90 days.       YES   X   NO ________

Indicate by check mark whether the registrant  has filed all  documents  and
reports  required to be filed by Section 12, 13 or 15(d)  of  the Securities
Exchange Act of 1934 subsequent to the  distribution o f securities  under a
plan confirmed by a court.                             YES   X   NO ________

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

         Class                              Outstanding at September 30, 1996
Common stock, $.01 par value                       11,448,088  shares


<PAGE> 2

                           U.S. HOME CORPORATION
                           ---------------------


                                   INDEX
                                   -----


                                                                   Page
                                                                  Number
                                                                 --------
Part I.     Financial Information

            Item 1.  Financial Statements

                     Consolidated Condensed Balance Sheets--
                     September 30, 1996 and December 31, 1995         3

                     Consolidated Condensed Statements of
                     Operations--Three and Nine Months Ended
                     September 30, 1996 and 1995                      5

                     Consolidated Condensed Statements of
                     Cash Flows--Nine Months Ended
                     September 30, 1996 and 1995                      6

                     Notes to Consolidated Condensed
                     Financial Statements                             7

                     Review by Independent Public Accountants        10

                     Report of Independent Public Accountants        11

            Item 2.  Management's Discussion and Analysis of
                     Financial Condition and Results of
                     Operations                                      12

Part II.    Other Information

            Item 5.  Other Information                               16

            Item 6.  Exhibits and Reports on Form 8-K                17



<PAGE> 3

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


                   U.S. HOME CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED BALANCE SHEETS
               (Dollars in Thousands, Except Per Share Data)


                                   ASSETS
                                   ------

                                                   September 30,  December 31,
                                                        1996          1995
                                                   -------------  ------------
                                                   (Unaudited)
HOUSING:
  Cash (including restricted funds) .........         $ 12,702       $  5,110
  Receivables, net ..........................           45,054         33,454
  Single-Family Housing Inventories .........          714,843        632,035
  Option Deposits on Real Estate ............           70,191         63,375
  Other Assets ..............................           49,991         43,437
                                                      --------       --------
                                                       892,781        777,411
                                                      --------       --------

FINANCIAL SERVICES:
  Cash (including restricted funds) .........            5,104          5,456
  Residential Mortgage Loans ................           44,683         43,292
  Other Assets ..............................           16,115         15,925
                                                      --------       --------
                                                        65,902         64,673
                                                      --------       --------

                                                      $958,683       $842,084
                                                      ========       ========

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

<PAGE> 4

                   U.S. HOME CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED BALANCE SHEETS
               (Dollars in Thousands, Except Per Share Data)

                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------

                                               September 30,    December 31,
                                                   1996             1995
                                                ------------   -------------
   HOUSING:                                      (Unaudited)
     Accounts Payable .........................   $ 102,066      $  88,234
     Accrued Expenses and Other Current
       Liabilities ............................      68,096         46,070
     Revolving Credit Facility ................      16,000         24,000
     Senior and Convertible Subordinated
       Debt and Notes Payable .................     364,450        300,599
                                                  ---------      ---------
                                                    550,612        458,903
                                                  ---------      ---------
   FINANCIAL SERVICES:
    Accrued Expenses and Other
      Current Liabilities ....................       18,743         18,818
    Revolving Credit Facility ................       28,386         35,371
                                                  ---------      ---------
                                                     47,129         54,189
                                                  ---------      ---------
 
    Total Liabilities ......................        597,741        513,092
                                                  ---------      ---------

  STOCKHOLDERS' EQUITY:
    Convertible Preferred Stock,
      $25 per share redemption value,
      authorized 207,206 and 403,597
      shares at September  30, 1996 and
      December 31, 1995, outstanding
      122,863 and 319,254shares at
      September 30, 1996 and December 31, 1995        3,072          7,981
    Common Stock, $.01 par value, authorized
      50,000,000 shares, outstanding
      11,448,088 and 11,243,147 shares at
      September 30, 1996 and December 31, 1995          114            112
    Capital In Excess of Par Value ...........      353,704        348,577
    Retained Earnings ........................        6,147        (25,367)
    Unearned Compensation on Restricted
     Stock ..................................       (2,095)        (2,311)
                                                  ---------      ---------
      Total Stockholders' Equity .............      360,942        328,992
                                                  ---------      ---------
                                                  $ 958,683      $ 842,084
                                                  =========      =========

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

<PAGE> 5
<TABLE>

                   U.S. HOME CORPORATION AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
               (Dollars in Thousands, Except Per Share Data)
                                (Unaudited)

<CAPTION>
                                            Three Months Ended   Nine Months Ended
                                              September 30,        September 30,
                                           -------------------   ---------------
                                            1996        1995     1996      1995
                                          --------  ---------   --------   --------
HOUSING:
<S>                                       <C>        <C>        <C>        <C>     
  Operating Revenues ..................   $312,275   $282,422   $868,610   $798,113
                                          --------   --------   --------   --------
  Operating Costs and Expenses -
    Cost of products sold .............    261,709    237,900    729,644    671,910
    Selling, general and administrative     32,867     29,920     93,390     87,312
                                          --------   --------   --------   --------
                                           294,576    267,820    823,034    759,222
                                          --------   --------   --------   --------
  Housing Operating Income ............     17,699     14,602     45,576     38,891
                                          --------   --------   --------   --------

FINANCIAL SERVICES:
  Operating Revenues ..................      5,397      4,286     15,060     11,075
                                          --------   --------   --------   --------
  Operating Costs and Expenses -
    General and administrative ........      3,625      2,862      9,838      8,247
    Interest ..........................        345        283      1,170        449
                                          --------   --------   --------   --------
                                             3,970      3,145     11,008      8,696
                                          --------   --------   --------   --------

  Financial Services Operating
    Income ............................      1,427      1,141      4,052      2,379
                                          --------   --------   --------   --------

INCOME BEFORE INCOME TAXES ............     19,126     15,743     49,628     41,270

PROVISION FOR INCOME TAXES ............      6,981      5,904     18,114     15,477
                                          --------   --------   --------   --------

NET INCOME ............................   $ 12,145   $  9,839   $ 31,514   $ 25,793
                                          ========   ========   ========   ========

INCOME PER COMMON AND COMMON
  EQUIVALENT SHARE:
    Primary ...........................   $   1.03   $    .83   $   2.63   $   2.22
                                          ========   ========   ========   ========
    Fully diluted .....................   $    .91   $    .72   $   2.34   $   1.91
                                          ========   ========   ========   ========

      The accompanying notes are an integral part of these statements.
</TABLE>

<PAGE> 6


                   U.S. HOME CORPORATION AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                           (Dollars in Thousands)
                                (Unaudited)

                                                        Nine Months Ended
                                                           September 30,
                                                         1996           1995
                                                        ---------   ---------

Net Cash Used by Operating Activities .............     $(39,051)    $(42,963)
                                                        --------     --------

Net Cash Flows From Investing Activities:
  Purchase of property, plant and equipment,
    net of disposals ..............................       (2,120)      (1,920)
  Proceeds from investments in mortgages ..........        1,543        1,386
  Decrease (increase) in restricted cash ..........          179         (264)
  Other ...........................................         (405)        (666)
                                                        --------     --------
  Net cash used by investing activities ...........         (803)      (1,464)
                                                        --------     --------

Net Cash Flows From Financing Activities:
  Repayment of revolving credit facilities,
    net of proceeds ...............................      (14,985)      49,616
  Net proceeds from sale of 7.95% senior notes ....       73,406         --
  Repayment of notes and mortgage notes payable ...      (11,149)      (5,790)
                                                        --------     --------
  Net cash provided by financing activities .......       47,272       43,826
                                                        --------     --------

Net Increase (Decrease) in Cash ...................        7,418         (601)
Cash At Beginning of Period .......................        6,228        2,050
                                                        --------     --------
Cash At End of Period .............................     $ 13,646     $  1,449
                                                        ========     ========


Supplemental Disclosure:
  Interest paid, before amount capitalized -
    Housing .......................................     $ 18,656     $ 18,026
    Financial Services ............................        1,152          403
                                                        --------     --------
                                                        $ 19,808     $ 18,429
                                                        ========     ========
  Income taxes paid ...............................     $  9,589     $  1,454
                                                        ========     ========

         The accompanying notes are an integral part of these statements.

<PAGE> 7


                   U.S. HOME CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             September 30, 1996
                           (Dollars in Thousands)
                                (Unaudited)


   (1)  PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

        The  accompanying   consolidated  condensed  balance  sheet  as  of
        December  31, 1995,  which has been derived from audited  financial
        statements,  and the accompanying  unaudited consolidated condensed
        financial  statements have been prepared  pursuant to the rules and
        regulations  of the  Securities  and Exchange  Commission.  Certain
        information  and  note  disclosures  normally  included  in  annual
        financial statements prepared in accordance with generally accepted
        accounting  principles  have been condensed or omitted  pursuant to
        those rules and regulations. Although the Company believes that the
        disclosures  made are  adequate  to  ensure  that  the  information
        presented  is  not   misleading,   it  is   suggested   that  these
        consolidated  condensed  financial  statements  should  be  read in
        conjunction  with  the  financial   statements  and  notes  thereto
        included in the Company's latest Annual Report on Form 10-K.

        The  preparation of  consolidated  condensed  financial  statements
        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 financial
        statements and revenues and expenses  during the reporting  period.
        Management's  estimates and  assumptions  are  reflective of, among
        other  things,   prevailing  market  conditions,   expected  market
        conditions based on published economic forecasts, 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 to such  estimates  and  assumptions  and, as a
        result, actual results could differ from the original estimates.

        In  the  opinion  of the  Company,  the  accompanying  consolidated
        condensed  financial  statements  contain all  adjustments  (all of
        which were normal and recurring  adjustments)  necessary to present
        fairly the  Company's  financial  position as of September 30, 1996
        and December 31, 1995 and its results of  operations  for the three
        and nine month periods  ended  September 30, 1996 and 1995 and cash
        flows for the nine month periods ended September 30, 1996 and 1995.

        Because  of the  seasonal  nature of the  Company's  business,  the
        results of  operations  for the three and nine month  periods ended
        September 30, 1996 and 1995 are not  necessarily  indicative of the
        results for the full year.


<PAGE> 8

   (2)  INVENTORIES

        The components of single-family housing inventories are as follows:

                                                 September 30,   December 31,
                                                     1996            1995
                                                 ------------    ------------

        Housing completed and under construction     $294,315      $238,508
        Models .................................       67,951        63,475
        Finished lots ..........................      129,432       129,260
        Land under development .................       69,509        50,714
        Land held for development or sale ......      153,636       150,078
                                                     --------      --------
                                                     $714,843      $632,035
                                                     ========      ========


   (3)  REVOLVING CREDIT FACILITIES, SENIOR AND CONVERTIBLE SUBORDINATED DEBT
        AND NOTES PAYABLE

        Housing -

        Revolving credit facility, senior and convertible subordinated debt
        and notes payable consist of the following:
                                                   September 30,  December 31,
                                                        1996           1995
                                                   -------------  ------------

         Revolving credit facility ......              $ 16,000      $ 24,000
                                                       --------      --------

         7.95% Senior notes due 2001 ....                75,000          --
         9.75% Senior notes due 2003 ....               200,000       200,000
         4.875% Convertible subordinated
           debentures due 2005 ..........                80,000        80,000
         Notes and mortgage notes payable                 9,450        20,599
                                                       --------      --------
                                                        364,450       300,599
                                                       --------      --------
                                                       $380,450      $324,599
                                                       ========      ========

        The Company has a three-year  unsecured  revolving  credit facility
        (the "Credit  Facility") with a group of banks. The Credit Facility
        provides  up to a maximum of $130,000 of which up to $20,000 may be
        used for letter of credit obligations,  subject to a borrowing base
        limitation.  The amount  available for  borrowing  under the Credit
        Facility is based on housing  inventories,  land, finished lots and
        closing proceeds receivable less outstanding senior debt borrowings
        (as  defined),  including  amounts  outstanding  under  the  Credit
        Facility;  as the amount invested in these categories changes,  the

<PAGE> 9

        amount of  available  borrowings  will  increase  or  decrease.  At
        September 30, 1996,  $107,760 of the Credit  Facility was available
        for  borrowing.  Borrowings  bear  interest  at a premium  over the
        Eurodollar  rate or a bank  corporate  base rate  announced  by the
        agent bank. The Credit Facility,  as amended on September 25, 1996,
        expires on  September  29, 1999,  but may be extended  annually for
        successive  one-year  periods  with the  consent  of the  banks and
        contains  numerous real estate and financial  covenants,  including
        restrictions on incurring  additional  debt,  creation of liens and
        the  levels  of land  and  housing  inventories  maintained  by the
        Company and a prohibition  on the payment of dividends,  other than
        stock dividends.  In September 1996, the Company amended the Credit
        Facility to, among other  things,  extend the  expiration  date one
        year  to  September  29,  1999,   and  modify  the  borrowing  base
        provisions to increase the availability for borrowing.

        On February 16,  1996,  the Company  completed  the sale of $75,000
        principal  amount of its 7.95%  senior notes  ("Senior  Notes") due
        March 1, 2001.  Interest on the Senior  Notes is payable on March 1
        and September 1 of each year. The indenture  relating to the Senior
        Notes contains certain covenants,  including a minimum tangible net
        worth  requirement and a limitation on the incurrence of additional
        debt.

        Financial Services -

        Financial   Services  revolving  credit  facility  consists  of  an
        agreement  with  a  financial  institution  whereby  the  Company's
        mortgage  banking  subsidiary,   U.S.  Home  Mortgage   Corporation
        ("Mortgage"),  may borrow up to $45,000  under a revolving  line of
        credit (the  "Mortgage  Credit  Facility")  secured by  residential
        mortgage loans and mortgage notes  receivable.  The Mortgage Credit
        Facility is not guaranteed by the Company,  was amended and renewed
        in  August  1996,  matures  on  August 31, 1997 and bears  interest
        at a premium over the London Interbank Offered Rate.



<PAGE> 10

   (4)  HOUSING INTEREST

        A summary of housing interest for the three and nine month periods 
        ended  September  30,  1996 and 1995 follows:
                                                        Three Month Period
                                                      ------------------------
                                                        1996          1995
                                                      ---------     ----------
         Capitalized at beginning of period           $ 62,165       $ 57,638
         Capitalized ......................              8,526          8,375
         Included in cost of sales ........             (8,008)        (6,604)
         Included in other ................                (22)            (1)
                                                      --------       --------
         Capitalized at end of period .....           $ 62,661       $ 59,408
                                                      ========       ========


                                                         Nine Month Period
                                                       -----------------------
                                                         1996          1995
                                                      ---------      ---------
         Capitalized at beginning of period           $ 59,898       $ 56,082
         Capitalized ......................             24,853         24,172
         Included in cost of sales ........            (22,064)       (20,335)
         Included in other ................                (26)          (511)
                                                      --------       --------
         Capitalized at end of period .....           $ 62,661       $ 59,408
                                                      ========       ========

   (5)  INCOME PER SHARE

        The  following   weighted  average  number  of  common  and  common
        equivalent  shares  were used to  compute  income per share for the
        three and nine month periods ended September 30, 1996 and 1995:

                              Three Month Period        Nine Month Period
                             ----------------------  -----------------------
                               1996          1995       1996         1995
                             ----------  ----------  ----------   ----------
          Primary            11,788,111  11,908,385  11,977,570   11,607,984
          Fully diluted      14,041,632  14,250,376  14,231,091   14,267,372

        The weighted average number of common and common  equivalent shares
        outstanding  for primary  income per share  includes  the  dilutive
        effect of the  convertible  redeemable  preferred stock and Class B
        warrants and the assumed  exercise of stock options.  Fully diluted
        income per share includes the assumed conversion of the convertible
        subordinated debentures.




<PAGE> 11

                  REVIEW BY INDEPENDENT PUBLIC ACCOUNTANTS

    Arthur Andersen LLP,  independent public accountants,  have performed a
    review of the consolidated  condensed balance sheet as of September 30,
    1996 and the related  consolidated  condensed  statements of operations
    for the three and nine month periods ended  September 30, 1996 and 1995
    and cash flows for the nine month periods ended  September 30, 1996 and
    1995 included in this report.  Such review was made in accordance  with
    standards  established  by the American  Institute of Certified  Public
    Accountants.



<PAGE> 12

                  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO  U.S. HOME CORPORATION:

We have reviewed the accompanying  consolidated  condensed balance sheet of
U.S. Home  Corporation  (a Delaware  corporation)  and  subsidiaries  as of
September 30, 1996, and the related  consolidated  condensed  statements of
operations  for the three and nine month periods  ended  September 30, 1996
and 1995 and cash flows for the nine month periods ended September 30, 1996
and  1995.  These  financial  statements  are  the  responsibility  of  the
Company's management.

We conducted our review in accordance  with  standards  established  by the
American  Institute of Certified  Public  Accountants.  A review of interim
financial   information   consists   principally  of  applying   analytical
procedures to financial  data and making  inquiries of persons  responsible
for financial and accounting  matters.  It is  substantially  less in scope
than an audit  conducted in accordance  with  generally  accepted  auditing
standards, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review,  we are not aware of any material  modifications  that
should be made to the financial statements referred to above for them to be
in conformity with generally accepted accounting principles.

We have previously  audited, in accordance with generally accepted auditing
standards,  the  consolidated  balance sheet of U.S. Home  Corporation  and
subsidiaries  as  of  December  31,  1995,  and  the  related  consolidated
statements of operations,  stockholders' equity and cash flows for the year
then ended (not  presented  herein),  and in our report  dated  February 1,
1996,  we  expressed an  unqualified  opinion on those  statements.  In our
opinion,  the  information  set  forth  in  the  accompanying  consolidated
condensed  balance sheet as of December 31, 1995, is fairly stated,  in all
material respects, in relation to the consolidated balance sheet from which
it has been derived.

                            /s/ Arthur Andersen LLP
                            ------------------------
                            ARTHUR ANDERSEN LLP


Houston, Texas
October 25, 1996


<PAGE> 13

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

Results of Operations
                                  Housing
                                  -------

The  following  table  sets forth  certain  financial  information  for the
periods indicated (dollars in thousands, except average sales price):

                                   Three Months Ended     Nine Months Ended
                                       September 30,         September 30,
                                   -------------------     -------------------
                                    1996         1995        1996        1995
                                   --------    --------    --------   --------
   Revenues -
     Single-family homes .......   $308,727    $280,223   $859,285   $788,002
     Land and other ............      3,548       2,199      9,325     10,111
                                   --------    --------   --------   --------
       Total ...................   $312,275    $282,422   $868,610   $798,113
                                   ========    ========   ========   ========

   Single-family homes -
     Gross margin amount .......   $ 50,518    $ 45,396   $138,289   $126,340
     Gross margin percentage ...       16.4%       16.2%      16.1%      16.0%
     Units delivered ...........      1,848       1,743      5,213      4,991
     Average sales price .......   $167,100    $160,800   $164,800   $157,900
     New orders taken ..........      1,669       1,612      6,147      5,757
     Backlog at end of period ..      3,665       3,317

   Selling, general and
     administrative expenses as
     a percentage of housing
     revenues ..................       10.5%       10.6%      10.8%      10.9%

   Interest expense -
     Paid and accrued ..........   $  8,526    $  8,375   $ 24,853   $ 24,172
     Capitalized ...............   $  8,526    $  8,375   $ 24,853   $ 24,172
     Percent capitalized .......      100.0%      100.0%     100.0%     100.0%

   Capitalized interest included
     in cost of products sold ..   $  8,008    $  6,604   $ 22,064   $ 20,335

Revenues -

Revenues  from  sales of  single-family  homes for the three and nine month
periods ended September 30, 1996 increased 10% and 9% compared to the three
and nine month periods ended September 30, 1995. The increase resulted from
6% and 4%  increases  in the  number  of  housing  units  delivered  and 4%
increases for both periods in the average sales price.  The increase in the
average sales prices in 1996 was primarily due to price increases.

New orders taken for the three and nine month periods  ended  September 30,
1996  increased 4% and 7% compared to the same period in 1995. See Part II,
"Item 5 - Other  Information"  on page 16 for a table of unit  activity  by
state for the three and nine month  periods  ended  September  30, 1996 and
1995.

<PAGE> 14

                             Financial Services
                             ------------------

Revenues -

Revenues for the financial  services segment for the periods indicated were
as follows (dollars in thousands):
                                        Three Months         Nine Months
                                           Ended                  Ended
                                        September 30,        September 30,
                                     ------------------  ------------------
                                       1996     1995      1996     1995
                                      -------   -------   -------   -------
U.S. Home Mortgage Corporation and
  Subsidiary ......................   $ 4,265   $ 3,629   $12,092   $ 8,783
Other financial services operations     1,132       657     2,968     2,292
                                      -------   -------   -------   -------
                                      $ 5,397   $ 4,286   $15,060   $11,075
                                      =======   =======   =======   =======

The  increases  in  U.S.  Home  Mortgage   Corporation   and   subsidiary's
("Mortgage")  revenues for the three and nine month periods ended September
30, 1996 when compared to the three and nine month periods ended  September
30, 1995 were  primarily due to an increase in mortgage  loan  originations
and income from the sale of mortgage loans and servicing rights.

Financial Condition and Liquidity

                                  Housing
                                  -------

The Company's  most  significant  needs for capital  resources are land and
finished lot purchases,  land  development  and housing  construction.  The
Company's  ability  to  generate  cash  adequate  to meet  these  needs  is
principally  achieved from the sale of homes and the margins  thereon,  the
utilization  of  Company-owned  lots and  borrowings  under  its  financing
facilities.

Access  to  quality  land  and lot  locations  is an  integral  part of the
Company's  success.  Typically,  in order to secure  the  rights to quality
locations and provide  sufficient  lead time for  development,  the Company
must acquire  land rights well in advance of when orders for housing  units
are expected to occur. The Company attempts to minimize its exposure to the
cyclical  nature of the  housing  market and its use of working  capital by
employing rolling lot options,  which enable the Company to initially pay a
small  portion  of the  total  lot  cost and  then  purchase  the lots on a
scheduled  basis.  The increase in land  inventories  in 1996 from 1995 was
primarily the result of increased activities, including the increase in the
Company's retirement and active-adult communities.

In February  1996,  the Company  sold $75 million  principal  amount of its
7.95%  senior notes due 2001.  The net proceeds  thereof were used to repay
the  outstanding  balance under the Credit Facility and for working capital
and  general  corporate  purposes.  See  Note 3 of  Notes  to  Consolidated
Condensed Financial Statements.


<PAGE> 15

The Company has financed,  and expects to continue to finance,  its working
capital needs from  operations and  borrowings,  including those made under
the Company's unsecured revolving credit facility ("Credit Facility").  The
Credit Facility (and previous credit facilities) has enabled the Company to
meet peak  operating  needs.  In September  1996,  the Company  amended the
Credit  Facility to extend its maturity date one year to September 29, 1999
and to amend certain other  covenants.  See Note 3 of Notes to Consolidated
Condensed Financial Statements.

The net cash  provided or used by the  operating,  investing  and financing
activities  of the  housing  operations  for the nine month  periods  ended
September 30, 1996 and 1995 is summarized below (dollars in thousands):

                                              1996             1995
                                             --------        ---------
         Net cash provided (used) by:
           Operating activities ........    $(40,327)        $(32,927)
           Investing activities ........      (2,608)          (2,090)
           Financing activities ........      54,257           33,246
                                            --------         --------
         Net increase (decrease) in cash    $ 11,322         $ (1,771)
                                            ========         ========

Housing  operations  are,  at any time,  affected  by a number of  factors,
including the number of housing units under  construction and housing units
delivered.  Housing  operating  activities  for 1996 used more cash than in
1995  primarily due to an increase in housing  construction  and land asset
activities offset in part by increased profitability, a decrease in housing
proceeds receivable and the timing of payments related to these activities.

Cash  flow  from  housing  financing  activities  for  1996  provided  cash
reflecting the sale of the Company's 7.95% senior notes,  partially  offset
by the repayment of the outstanding amount under the Credit Facility, while
1995 provided cash reflecting  primarily net borrowings under the Company's
previous revolving credit facility.

The Company's fedeal income tax returns for the years ending December 31,
1992 and 1993 are currently being examined by the Internal Revenue Service.

The Company  believes that cash flow from operations and amounts  available
under the Credit  Facility will be  sufficient to meet its working  capital
obligations and other needs. However, should the Company require capital in
excess of that which is currently  available there can be no assurance that
it will be available.

                             Financial Services
                             ------------------

Mortgage's  activities  represent a  substantial  portion of the  financial
services  segment's  activities.  As  loan  originations  by  Mortgage  are
primarily  from housing  units  delivered by the  Company's  home  building
operations,   Mortgage's   financial  condition  and  liquidity  are  to  a
significant extent dependent upon the financial condition of the Company.
<PAGE> 16

Financial   services   operating   activities  are  affected  primarily  by
Mortgage's loan originations which result in the sale of mortgage loans and
related  servicing  rights  to  third  party  investors.  Cash  flows  from
financial services operating  activities are also affected by the timing of
the  sales  of loans  and  servicing  rights  which  generally  are sold to
investors  within 30 days after homes are delivered.  In this regard,  cash
flows from financial services operating  activities for 1996 used less cash
compared to 1995  primarily  because the increase in  residential  mortgage
loan receivables in 1996 was less than the increase in residential mortgage
loan receivables in 1995.

The Company  finances its  financial  services  operations  primarily  from
internally  generated  funds,  such as from  the  origination  and  sale of
residential  mortgage loans and related  servicing  rights,  and short-term
debt. As more fully discussed in Note 3 of Notes to Consolidated  Condensed
Financial Statements, the short-term debt consists of a $45 million secured
revolving line of credit (the "Mortgage Credit  Facility") which matures on
August 31,  1997.  While the Mortgage  Credit  Facility  contains  numerous
covenants,  including  a debt to  tangible  net  worth  ratio and a minimum
tangible net worth  requirement,  these  covenants are not  anticipated  to
significantly limit Mortgage's operations.

The Company has no obligation to provide funding to its financial  services
operations,   nor  does  it  guarantee  any  of  its   financial   services
subsidiaries'  debt.  The Company  believes that the  internally  generated
funds and the Mortgage  Credit  Facility  will be sufficient to provide for
Mortgage's working capital needs.



<PAGE> 17

Part II.  OTHER INFORMATION

Item 5.  Other Information

     Additional Operating Data -

     The following  table provides  information  (expressed in number of
     housing  units) with  respect to new orders  taken,  deliveries  to
     purchasers  of  single-family  homes and  backlog  by state for the
     three and nine month periods ended September 30, 1996 and 1995:

          States              New Orders          Deliveries
     --------------------  -------  -------    -------  -------  
                             1996    1995        1996     1995
     Three Month Period -
     Arizona .........        192      296       221      230
     California ......        113      123       139      160
     Colorado ........        329      277       320      310
     Florida .........        448      429       520      466
     Indiana/Ohio ....         36       31        43       22
     Maryland/Virginia         76      105       102      109
     Minnesota .......         60       73        77       78
     Nevada ..........         64       78        91       93
     New Jersey ......        128      101       151       88
     Texas ...........        223       99       184      187
                            -----    -----     -----    -----
                            1,669    1,612     1,848    1,743
                            =====    =====     =====    =====
 

            States            New Orders          Deliveries        Backlog
     -------------------    --------------    -------  -------  ------  ------
                              1996    1995     1996     1995      1996   1995
     Nine Month Period -
     Arizona .........        686      839      737       624      334     478
     California ......        430      449      370       392      171     143
     Colorado ........      1,146      975      876       851      732     514
     Florida .........      1,776    1,755    1,582     1,671    1,180   1,230
     Indiana/Ohio ....        161       95      103        38      120      67
     Maryland/Virginia        313      330      255       263      171     149
     Minnesota .......        251      276      222       205      148     158
     Nevada ..........        302      266      278       221      143     135
     New Jersey ......        399      240      322       210      260     199
     Texas ...........        683      532      468       516      406     244
                            -----    -----    -----     -----    -----   -----
                            6,147    5,757    5,213     4,991    3,665   3,317
                            =====    =====    =====     =====    =====   =====



<PAGE> 18

     Cautionary Disclosure Regarding Forward-Looking Statements -

     Certain   statements  in  the  Company's  press   releases,   oral
     communications  and  filings  with  the  Securities  and  Exchange
     Commission that are not historical facts are, or may be considered
     to  be,  forward-looking  statements  within  the  meaning  of the
     Private  Securities  Litigation  Reform Act of 1995.  Such matters
     involve  risks  and  uncertainties,   including  general  economic
     conditions,   fluctuations  in  interest  rates,   the  impact  of
     competitive  products and prices,  the supply of raw materials and
     prices,  levels of consumer confidence and other risks referred to
     under the caption  "Other  Information  --  Cautionary  Disclosure
     Regarding  Forward-Looking  Statements" in the Company's Quarterly
     Report on Form 10-Q for the quarterly period ended June 30, 1996.


Item 6.   Exhibits and Reports on Form 8-K

    (a)   Exhibits

          Exhibit  3.1   - Certificate of Retirement, dated as of
                           September 11, 1995

          Exhibit  3.2   - Certificate of Retirement, dated as of
                           July 31, 1996

          Exhibit 10.1   - Second Amendment to Credit Agreement, dated as of
                           September 25, 1996, between U.S. Home Corporation
                           and First National Bank of Chicago, as Agent

          Exhibit 10.2   - Second Amendment to First Amended and Restated
                           Warehousing Credit and Security Agreement (single-
                           family mortgage loans), dated as of August 30,
                           1996, between U.S. Home Mortgage Corporation and
                           Residential Funding Corporation

          Exhibit 10.3   - Corrected Copy of Amended and Restated Employment
                           and Consulting Agreement, dated October 17, 1995,
                           between U.S. Home Corporation and Robert J. Strudler

          Exhibit 10.4   - Corrected Copy of Amended and Restated Employment
                           and Consulting Agreement, dated October 17, 1995,
                           between U.S. Home Corporation and Isaac Heimbinder

          Exhibit  11    - Computation of Income Per Common Share

          Exhibit  15    - Letter with respect to unaudited interim financial
                           information

          Exhibit  27    - Financial Data Schedule

     (b)  Reports on Form 8-K

          No  Current  Report on Form 8-K was filed by the  Company  during
          July, August or September 1996.


<PAGE> 19

                                 SIGNATURES

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                         U.S. HOME CORPORATION

Date:             October 28, 1996       /s/ Isaac Heimbinder
                                         ------------------------------------
                                         Isaac Heimbinder
                                         President, Co-Chief Executive Officer
                                         and Chief Operating Officer



Date:             October 28, 1996       /s/ Chester P. Sadowski
                                         ------------------------------------
                                         Chester P. Sadowski
                                         Vice President, Controller
                                         and Chief Accounting Officer

<PAGE> 20

                             INDEX OF EXHIBITS
                             -----------------


                                                                    Sequential
Exhibit                                                              Numbered
Number                                                                 Page
-------                                                             ----------
 3.1     Certificate of Retirement, dated as of September 11, 1995

 3.2     Certificate of Retirement, dated as of July 31, 1996

10.1     Second Amendment to Credit Agreement,  dated as of
         September 25, 1996,  between U.S. Home Corporation and
         First National Bank of Chicago, as Agent

10.2     Second Amendment to First Amended and Restated Warehousing
         Credit and Security Agreement (single-family mortgage loans),
         dated as of August 30, 1996, between U.S. Home Mortgage
         Corporation and Residential Funding Corporation

10.3     Corrected Copy of Amended and Restated Employment and
         Consulting Agreement, dated October 17, 1995, between
         U.S. Home Corporation and Robert J. Strudler

10.4     Corrected Copy of Amended and Restated  Employment and
         Consulting Agreement,  dated October 17, 1995, between
         U.S. Home Corporation and Isaac Heimbinder

11       Computation of Income Per Common Share

15       Letter with respect to unaudited interim financial
         information

27       Financial Data Schedule