<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, 1997

                                    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 of 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 October 31, 1997
Common stock, $.01 par value                     11,901,248 shares
<PAGE> 2

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

                                   INDEX
                                   -----

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

            Item 1. Financial Statements

                    Consolidated Condensed Balance Sheets--
                    September 30, 1997 and December 31, 1996                3

                    Consolidated Condensed Statements of 
                    Operations--Three and Nine Months Ended
                    September 30, 1997 and 1996                             5

                    Consolidated Condensed Statements of
                    Cash Flows--Nine Months Ended
                    September 30, 1997 and 1996                             6

                    Notes to Consolidated Condensed Financial
                    Statements                                              7

            Item 2. Management's Discussion and Analysis of
                    Financial Condition and Results of
                    Operations                                             13

Part II.    Other Information

            Item 2. Changes in Securities                                  18

            Item 4. Submission of Matters to a Vote of
                     Security Holders                                      18

            Item 5. Other Information                                      18

            Item 6. Exhibits and Reports on Form 8-K                       20

<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,
                                                       1997           1996
                                                   -------------  ------------
                                                    (Unaudited)
HOUSING:
   Cash (including restricted funds) ...........     $    5,498     $    8,786
   Receivables, net ............................         55,005         28,028
   Single-Family Housing Inventories ...........        764,252        709,344
   Option Deposits on Real Estate ..............         81,041         70,688
   Other Assets ................................         52,473         49,036
                                                     ----------     ----------
                                                        958,269        865,882
                                                     ----------     ----------

FINANCIAL SERVICES:
   Cash (including restricted funds) ...........          5,357          4,463
   Residential Mortgage Loans ..................         75,453         63,656
   Other Assets ................................          8,475         13,410
                                                     ----------     ----------
                                                         89,285         81,529
                                                     ----------     ----------

                                                     $1,047,554     $  947,411
                                                     ==========     ==========

    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,
                                                       1997           1996
                                                  --------------  ------------
HOUSING:                                         (Unaudited)
  Accounts Payable ...........................    $   105,007     $    96,594
  Accrued Expenses and Other Current
    Liabilities ..............................         57,017          50,972
  Revolving Credit Facility ..................         14,000            --
  Senior, Senior Subordinated and Convertible
    Subordinated Debt and Notes Payable ......        396,936         362,887
                                                  -----------     -----------
                                                      572,960         510,453
                                                  -----------     -----------
FINANCIAL SERVICES:
  Accrued Expenses and Other Current
    Liabilities ..............................         30,348          20,854
  Revolving Credit Facility ..................         37,955          42,414
                                                  -----------     -----------
                                                       68,303          63,268
                                                  -----------     -----------
  
    Total Liabilities ........................        641,263         573,721
                                                  -----------     -----------

STOCKHOLDERS' EQUITY:
  Convertible Preferred Stock,
    $25 per share redemption value,
    authorized 84,343 shares at
    September 30, 1997 and 202,206
    shares at December 31, 1996,
    none outstanding at September 30,
    1997 and 117,863 shares at
    December 31, 1996 ........................           --             2,947
  Common Stock, $.01 par value, authorized
    50,000,000 shares, outstanding 11,896,246
    shares at September 30, 1997 and
    11,452,290 shares at December 31, 1996 ...            119             114
  Capital In Excess of Par Value .............        367,810         353,830
  Retained Earnings ..........................         44,375          18,821
  Unearned Compensation on Restricted
    Stock ....................................         (1,844)         (2,022)
                                                  -----------     -----------
                                                      410,460         373,690
  Less Treasury Stock, at cost, 157,743 shares
    of common stock at September 30, 1997 ....         (4,169)          --
                                                  -----------     -----------

    Total Stockholders' Equity ...............        406,291         373,690
                                                  -----------     -----------
                                                  $ 1,047,554     $   947,411
                                                  ===========     ===========

     The accompanying notes are an integral part of these balance sheets.
<PAGE> 5

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

                                                Three Months Ended        Nine Months Ended
                                                    September 30,            September 30,
                                               ----------------------   ----------------------
                                                1997           1996        1997        1996
                                               ---------    ---------   ---------    ---------
HOUSING:
<S>                                            <C>          <C>         <C>          <C>      
  Operating Revenues .......................   $ 330,379    $ 312,275   $ 975,038    $ 868,610
                                               ---------    ---------   ---------    ---------
  Operating Costs and Expenses -
    Cost of products sold ..................     269,314      253,756     800,535      707,669
    Selling, general and administrative ....      31,818       29,868      92,708       84,610
    Interest ...............................       8,449        8,007      25,231       22,063
                                               ---------    ---------   ---------    ---------
                                                 309,581      291,631     918,474      814,342
                                               ---------    ---------   ---------    ---------
  Housing Operating Income .................      20,798       20,644      56,564       54,268
                                               ---------    ---------   ---------    ---------

FINANCIAL SERVICES:
  Operating Revenues .......................       6,888        5,397      18,803       15,060
  General, Administrative and Other Expenses       4,455        3,970      12,520       11,008
                                               ---------    ---------   ---------    ---------
  Financial Services Operating Income ......       2,433        1,427       6,283        4,052
                                               ---------    ---------   ---------    ---------

CORPORATE GENERAL AND ADMINISTRATIVE .......       2,553        2,945       8,556        8,692
                                               ---------    ---------   ---------    ---------

INCOME BEFORE INCOME TAXES AND EXTRAORDINARY
  LOSS .....................................      20,678       19,126      54,291       49,628

PROVISION FOR INCOME TAXES .................       7,650        6,981      20,087       18,114
                                               ---------    ---------   ---------    ---------

INCOME BEFORE EXTRAORDINARY LOSS ...........      13,028       12,145      34,204       31,514

EXTRAORDINARY LOSS FROM EARLY RETIREMENT OF
  DEBT, NET OF INCOME TAX BENEFIT OF $5,080        8,650         --         8,650         --
                                               ---------    ---------   ---------    ---------

NET INCOME .................................   $   4,378    $  12,145   $  25,554    $  31,514
                                               =========    =========   =========    =========
</TABLE>


<PAGE> 6

<TABLE>
<CAPTION>
INCOME PER COMMON AND COMMON
  EQUIVALENT SHARE:
    Primary -
<S>                                            <C>          <C>         <C>          <C>      
      Income before extraordinary loss .....   $    1.04    $    1.03   $    2.79    $    2.63
      Extraordinary loss ...................   $    (.69)   $    --     $    (.71)   $    --
      Net income ...........................   $     .35    $    1.03   $    2.08    $    2.63
    Fully diluted -
      Income before extraordinary loss .....   $     .93    $     .91   $    2.41    $    2.34
      Extraordinary loss ...................   $    (.59)   $    --     $    (.58)   $    --
      Net income ...........................   $     .34    $     .91   $    1.83    $    2.34
</TABLE>
         The accompanying notes are an integral part of these statements.
<PAGE> 7
                         U.S. HOME CORPORATION AND SUBSIDIARIES
                       --------------------------------------
                      CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                      -----------------------------------------------
                                              (Dollars in Thousands)
                                                    (Unaudited)

                                                        Nine Months Ended
                                                          September 30,
                                                     ----------------------
                                                        1997         1996
                                                     ---------    ---------
Net Cash Used by Operating Activities ............   $ (37,706)   $ (39,051)
                                                     ---------    ---------

Net Cash Flows From Investing Activities:
  Decrease (increase) in restricted cash .........        (256)         179
  Principal collections on investments in
    mortgage loans ...............................       4,697        1,543
  Purchase of property, plant and equipment,
    net of disposals .............................      (2,080)      (2,120)
  Other ..........................................          85         (405)
                                                     ---------    ---------
  Net cash provided (used) by investing activities       2,446         (803)
                                                     ---------    ---------

Net Cash Flows From Financing Activities:
  Proceeds from revolving credit facilities,
    net of repayments ............................       9,541      (14,985)
  Net proceeds from sale of senior and
    senior subordinated notes ....................     220,937       73,406
  Purchase of senior notes and convertible
    subordinated debentures ......................    (188,444)        --
  Repayment of notes and mortgage notes payable ..      (5,110)     (11,149)
  Repurchase of common stock and
    Class B warrants .............................      (4,229)        --
  Other ..........................................         (85)        --
                                                     ---------    ---------
  Net cash provided by financing activities ......      32,610       47,272
                                                     ---------    ---------
Net Increase (Decrease) in Cash ..................      (2,650)       7,418
Cash At Beginning of Period ......................       8,138        6,228
                                                     ---------    ---------
Cash At End of Period ............................   $   5,488    $  13,646
                                                     =========    =========

Supplemental Disclosure:
  Interest paid, before amount capitalized -
    Housing ......................................   $  26,471    $  18,656
    Financial Services ...........................       1,066        1,152
                                                     ---------    ---------
                                                     $  27,537    $  19,808
                                                     =========    =========
  Income taxes paid ..............................   $  21,102    $   9,589
                                                     =========    =========

         The accompanying notes are an integral part of these statements.
<PAGE> 8

                   U.S. HOME CORPORATION AND SUBSIDIARIES
                   --------------------------------------
            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
            ----------------------------------------------------
                             September 30, 1997
                             ------------------
                           (Dollars in Thousands)
                                (Unaudited)

(1)  PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

        The  accompanying   consolidated  condensed  balance  sheet  as  of
        December  31, 1996,  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, 1997
        and December 31, 1996 and its results of  operations  for the three
        and nine month periods  ended  September 30, 1997 and 1996 and cash
        flows for the nine month periods ended September 30, 1997 and 1996.

        Because  of the  seasonal  nature of the  Company's  business,  the
        results of  operations  for the three and nine month  periods ended
        September 30, 1997 and 1996 are not  necessarily  indicative of the
        results for the full year.
<PAGE> 9

(2)  INVENTORIES

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

                                                   September 30,  December 31,
                                                       1997          1996
                                                   ------------   -----------
        Housing completed and under construction    $ 294,821       $ 280,390
        Models                                         80,287          74,167
        Finished lots                                 147,459         147,893
        Land under development                         54,606          59,840
        Land held for development or sale             187,079         147,054
                                                    ---------       ---------
                                                    $ 764,252       $ 709,344
                                                    =========       =========

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

        Housing -

        Revolving  credit  facility,   senior,   senior   subordinated  and
        convertible  subordinated  debt and notes  payable  consist  of the
        following:

                                                  September 30,   December 31,
                                                  -------------   ------------
                                                      1997           1996
           Revolving credit facility              $    14,000      $      -
                                                  -----------      ----------

           7.95% Senior notes due 2001                 75,000          75,000
           9.75% Senior notes due 2003                 79,703         200,000
           8.25% Senior notes due 2004                100,000             -
           8.88% Senior subordinated notes due 2007   125,000             -
           4.875% Convertible subordinated
             debentures due 2005                          -            80,000
           Notes and mortgage notes payable            17,233           7,887
                                                    ---------       ---------
                                                      396,936         362,887
                                                    ---------       ---------
                                                    $ 410,936       $ 362,887
                                                    =========       ==========

        The Company has an unsecured revolving credit facility (the "Credit
        Facility")  with a group of banks.  In October  1997,  the  maximum
        amount which the Company may borrow  under the Credit  Facility was
        increased from $130,000 to $180,000,  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  the  outstanding  senior  debt
        borrowings (as defined),  including  amounts  outstanding under the

<PAGE> 10

        Credit  Facility;  as  the  amount  invested  in  these  categories
        changes,  the  amount of  available  borrowings  will  increase  or
        decrease.  At September 30, 1997,  $110,396 of the Credit  Facility
        commitment  ($160,396  after  giving  effect to the increase in the
        commitment to $180,000) was  available  for  borrowing.  Borrowings
        bear interest at a premium over the London  Interbank  Offered Rate
        ("LIBOR")  or the rate  announced  by the agent  bank.  The  Credit
        Facility  expires on May 31,  2001,  but may be  extended  annually
        beginning in 1999 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  levels  of land and  housing  inventories
        maintained  by the  Company  and a  prohibition  on the  payment of
        dividends, other than stock dividends.

        From  time to time,  the  Company  may  utilize  interest  rate swap
        agreements  to  manage   interest  costs  and  hedge  against  risks
        associated  with changing  interest  rates.  The Company  designates
        interest  rate  swaps as hedges of  specific  debt  instruments  and
        recognizes  interest rate  differentials  as adjustments to interest
        paid or accrued as the differentials occur.  Counterparties to these
        agreements are major financial  institutions.  The Company  believes
        that credit loss from  counterparty  non-performance  is remote.  At
        September 30, 1997,  the Company had an interest rate swap agreement
        outstanding  with a notional  amount of $50,000 which will mature in
        2000 and  effectively  fixed the  interest  rate on a portion of its
        Credit Facility  borrowings.  While the  outstanding  balance of the
        Credit  Facility may  fluctuate,  the Company  anticipates  that the
        average  balance of the  borrowings in future periods will generally
        be in excess of the notional amount.

        In August 1997, the Company completed the sale of $100,000 principal
        amount of its 8.25% senior notes due 2004 (the "2004 Senior  Notes")
        and $125,000 principal amount of its 8.88% senior subordinated notes
        due 2007  (the  "Senior  Subordinated  Notes")  for the  purpose  of
        raising  funds  to  redeem  its  4.875%   convertible   subordinated
        debentures due 2005 (the "Debentures") and purchase its 9.75% senior
        notes due 2003  (the  "2003  Senior  Notes").  Interest  on the 2004
        Senior Notes and Senior Subordinated Notes is payable on February 15
        and August 15 of each year,  commencing  on February 15, 1998. On or
        after August 15, 2002, the Senior Subordinated Notes may be redeemed
        at the option of the Company, in whole or in part, at prices ranging
        from 104.44% (during the 12-month period  beginning August 15, 2002)
        to 100% (on or  after  August  15,  2005)  of the  principal  amount
        thereof, together with accrued and unpaid interest. Upon a change of
        control of the  Company,  holders of the 2004  Senior  Notes and the
        Senior Subordinated Notes will have the right to require the Company
        to redeem  their  notes at a price of 101% of the  principal  amount
        thereof,  together with accrued and unpaid interest. There can be no
        assurance that  sufficient  funds will be available at the time of a
        change of control to make any required  repurchases.  The indentures
        relating  to the 2004  Senior  Notes and Senior  Subordinated  Notes
        contain numerous  covenants,  including a minimum tangible net worth
        requirement and a limitation on the incurrence of additional debt.
<PAGE> 11

        In August 1997,  pursuant to a tender offer,  the Company offered to
        purchase  any and all of the $200,000  principal  amount of its 2003
        Senior Notes.  In September  1997,  the Company  purchased  $110,480
        principal  amount of the 2003  Senior  Notes  pursuant to the tender
        offer  and,  subsequent  to  the  expiration  of the  tender  offer,
        purchased in an open market  transaction  $9,817 principal amount of
        the 2003 Senior Notes.  Also in September 1997, the Company redeemed
        $69,248  principal amount of the Debentures,  and $10,752  principal
        amount of the  Debentures  was  converted,  prior to the  redemption
        date, into 302,866 shares of the Company's  common stock.  The early
        retirement of the 2003 Senior Notes and redemption of the Debentures
        resulted  in an  extraordinary  loss of  $8,650,  net of income  tax
        benefit of  $5,080.  In  connection  with the  purchase  of the 2003 
        Senior Notes  pursuant to the tender  offer,  the  indenture for the
        2003  Senior  Notes was  amended to  eliminate  certain  restrictive
        covenants,  including the limitation on the incurrence of additional
        debt, as well as certain events of default.

        During  1997,  the Company  purchased  land in one  transaction  for
        approximately  $15,654, of which $13,151 was financed by the seller.
        The  financed  portion of this  purchase  was  treated as a non-cash 
        transaction for purposes of the consolidated condensed statements of
        cash flows.

        Financial Services -

        The  Company's  mortgage  banking  subsidiary,  U.S.  Home Mortgage
        Corporation  ("Mortgage"),   may  borrow  up  to  $65,000  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,  matures
        on August 31, 1998 and bears  interest at a premium  over the LIBOR
        rate.



<PAGE> 12

(4)  INTEREST

        A summary of housing interest for the three and nine month periods
        ended  September  30,  1997 and 1996  follows:

                                                         Three Month Period
                                                         ------------------
                                                          1997          1996
                                                        ---------    --------
        Capitalized at beginning of period              $ 59,396     $ 62,165
        Capitalized                                       10,493        8,526
        Previously capitalized interest included in
          interest expense                                (8,449)      (8,008)
        Other                                                 (4)         (22)
                                                        --------     --------
        Capitalized at end of period                    $ 61,436     $ 62,661
                                                        ========     ========


                                                          Nine Month Period
                                                          -----------------
                                                          1997          1996
                                                        ---------    --------
        Capitalized at beginning of period              $ 58,566     $ 59,898
        Capitalized                                       28,048       24,853
        Previously capitalized interest included in
          interest expense                               (25,231)     (22,064)
        Other                                                 53          (26)
                                                        --------     --------
        Capitalized at end of period                    $ 61,436     $ 62,661
                                                        ========     ========

        Financial  services  interest  expense  for the three and nine month
        periods ended  September 30, 1997 and 1996, is included in "general,
        administrative and other expenses" in the accompanying  consolidated
        condensed statements of operations, as follows:

                                                      1997         1996
                                                    --------      ------
             Three month period                     $  423        $  345
             Nine month period                       1,086         1,170




<PAGE> 13


(5)  INCOME PER SHARE

        The  following   weighted  average  number  of  common  and  common
        equivalent  shares  was used to  compute  income  per share for the
        three and nine month periods ended September 30, 1997 and 1996:

                           Three Month Period          Nine Month Period
                           ------------------          -----------------
                           1997          1996          1997         1996
                         ----------    ----------   ----------   ----------
         Primary         12,569,359    11,788,111   12,278,093   11,977,570
         Fully diluted   14,573,584    14,041,632   14,918,868   14,231,091

        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 (all of which
        had been  converted  to common  stock or  redeemed  as of March 18,
        1997)  and  Class B  warrants  and the  assumed  exercise  of stock
        options.  Fully  diluted  income  per share  includes  the  assumed
        conversion  of  the   Debentures   through  their   redemption  and
        conversion in September 1997.

        During April 1997, the Company's  Board of Directors  authorized the
        repurchase of up to 750,000  shares of  outstanding  common stock or
        Class B warrants,  in the  aggregate,  from time to time in the open
        market  and/or in private  transactions.  In addition,  the Board of
        Directors  authorized an odd-lot  repurchase  program for holders of
        less  than  100  shares  of  the  Company's  common  stock.  Through
        September 30, 1997,  the Company had  repurchased  157,743 shares of
        common stock  (including  57,343 shares in the odd-lot  program) and
        8,100 Class B warrants  for an aggregate  purchase  price of $4,229.
        The cost of the  repurchased  shares has been  included in "Treasury
        Stock" and the cost of the  repurchased  warrants has been  deducted
        from   "Capital  in  Excess  of  Par  Value"  in  the   accompanying
        consolidated condensed balance sheets.
 


<PAGE> 14
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,
                                -------------------       -----------------
                                1997       1996            1997         1996
                              --------   --------        --------   --------
Revenues -
   Single-family homes        $323,707    $308,727        $962,217   $859,285
   Land and other                6,672       3,548          12,821      9,325
                              --------    --------        --------   --------
     Total                    $330,379    $312,275        $975,038   $868,610
                              ========    ========        ========   ========

Single-family homes -
   Gross margin amount        $ 58,670    $ 58,214        $170,899   $159,473
   Gross margin percentage        18.1%       18.9%           17.8%      18.6%
   Units delivered               1,873       1,848           5,672      5,213
   Average sales price        $172,800    $167,100        $169,600   $164,800
   New orders taken              1,882       1,669           6,545      6,147
   Backlog at end of period                                  3,911      3,665

Selling, general and
   administrative expenses
   as a percentage of
   housing revenues                9.6%        9.6%            9.5%       9.7%

Interest -
   Paid or accrued            $ 10,493    $  8,526        $ 28,048   $ 24,853
   Percentage capitalized        100.0%      100.0%          100.0%     100.0%
   Previously capitalized
     interest included in
     interest expense         $  8,449    $  8,008        $ 25,231   $ 22,064
   Percentage of housing
     revenues                      2.6%        2.6%            2.6%       2.5%



<PAGE> 15

Revenues and Sales -
--------------------

Revenues  from  sales of  single-family  homes for the three and nine month
periods ended September 30, 1997 increased 5% and 12% compared to the three
and nine month periods ended  September  30, 1996.  The increases  resulted
primarily  from a 9% increase in the number of housing  units  delivered in
the nine month period and 3% increases in the average  sales price for both
periods.  The average sales price is impacted by product mix,  geographical
mix and changing  prices on units  delivered.  

New orders taken for the three and nine month periods  ended  September 30,
1997  increased  13% and 6% compared to the same periods in 1996.  See Part
II, "Item 5 - Other Information" on page 19 for a table of unit activity by
market for the three and nine month  periods  ended  September 30, 1997 and
1996.

Gross Margins -
---------------

The decreases in the gross margin  percentages for the three and nine month
periods  ended  September  30,  1997  from the same  periods  in 1996  were
primarily due to a more competitive housing  environment,  resulting in the
increased use of sales price incentives,  the cost of which the Company was
not able to offset by increases in the average sales prices.

While gross margins  continue to remain under pressure in 1997,  margins on
housing units delivered  during the third quarter showed  improvement  over
the first two quarters of 1997. The Company expects that operating  margins
in the fourth  quarter of 1997 will  continue to exceed  those in the first
half of the year. However,  there can be no assurance margins will continue
to  improve  because  they may be  adversely  affected  by  future  events,
including a change in the competitive  housing environment and increases in
construction, labor and material costs.

Selling, General and Administrative Expenses -
----------------------------------------------

As a percentage of housing revenues,  selling,  general and  administrative
expenses for the three month period ended  September  30, 1997 remained the
same when compared to the same period in 1996;  however,  selling,  general
and  administrative  expenses  decreased  for the nine month  period  ended
September  30,  1997  when  compared  to the same  period  in 1996.  Actual
selling,  general and administrative  expenses for the three and nine month
periods ended  September 30, 1997  increased  $2.0 million and $8.1 million
when compared to the same periods in 1996.  These  increases were primarily
due to increased payroll costs and marketing center expenses resulting from
increased activities.


<PAGE> 16

Interest -
----------

Interest  paid or  accrued  for the  three  and nine  month  periods  ended
September 30, 1997 increased approximately 23% and 13% compared to the same
periods in 1996.  The  increases  in 1997 were  primarily  due to increased
borrowings  under the  Company's  Credit  Facility and the sale of the 2004
Senior Notes and Senior  Subordinated  Notes in August 1997, offset in part
by the  redemption  and  conversion of the Debentures and the purchase of a
portion of the 2003 Senior Notes in September 1997.

The Company capitalizes  interest cost into housing inventories and charges
the previously  capitalized  interest to interest  expense when the related
inventories  are  delivered.   The  amount  of  interest   capitalized  and
previously capitalized interest expensed in any period is a function of the
amount of  housing  assets,  land  sales and the  number of  housing  units
delivered,  average  outstanding  debt levels and average  interest  rates.
Capitalized  interest  amounts charged to interest expense in the three and
nine month  periods  ended  September  30, 1997 were  greater than the same
periods in 1996  primarily  due to the  increases  in the number of housing
units delivered and higher average debt levels, offset in part by increases
in the amount of housing assets qualifying for interest capitalization.

                             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,
                                         ----------------    -----------------
                                           1997      1996     1997      1996
                                         -------   -------   -------   -------
   U.S. Home Mortgage Corporation and
     Subsidiary                          $ 5,914   $ 4,265   $15,870   $12,092
   Other financial services operations       974     1,132     2,933     2,968
                                         -------   -------   -------   -------
                                         $ 6,888   $ 5,397   $18,803   $15,060
                                         =======   =======   =======   =======


<PAGE> 17

Approximately 81% of the housing units delivered by the Company in both the
three and nine month periods ended  September 30, 1997 and 83% delivered by
the Company in both the three and nine month  periods  ended  September 30,
1996 were purchased  using mortgage  financing.  Of the total housing units
financed,  78% and 74% were  financed  by U.S.  Home  Mortgage  Corporation
("Mortgage")  for the three and nine month periods ended September 30, 1997
compared  to 58% and 60%  for  the  three  and  nine  month  periods  ended
September 30, 1996.

The increases in  Mortgage's  revenues for the three and nine month periods
ended  September 30, 1997 when compared to the three and nine month periods
ended  September  30, 1996 were  primarily  due to the increase in mortgage
loan  originations and income from the sale of mortgage loans and servicing
rights.

                                   Other
                                   -----

Corporate General and Administrative -
--------------------------------------

Corporate  general  and  administrative  includes  the  operations  of  the
Company's  corporate  office.  As a  percentage  of  total  revenues,  such
expenses  were .8% and .9% for the  three  and  nine  month  periods  ended
September  30,  1997 and were .9% and  1.0% for the  three  and nine  month
periods  ended   September   30,  1996.   Actual   corporate   general  and
administrative  expenses  for  the  three  and  nine  month  periods  ended
September  30, 1997 were $2.6  million and $8.6  million,  compared to $2.9
million  and $8.7  million  for the  three  and nine  month  periods  ended
September 30, 1996.

Income Per Share -
------------------

For the third quarter of 1997,  fully diluted earnings per share were based
on 14.6 million common shares (the "shares")  including the dilutive effect
of the weighted average number of shares  potentially  issuable (i) for the
conversion of the Debentures through their redemption on September 10, 1997
(1.74 million shares) and (ii) for the exercise of the Class B warrants (.9
million shares).  Fully diluted  earnings per share in subsequent  quarters
compared to the third quarter of 1997 will be impacted by the redemption of
the Debentures which  eliminated 1.95 million shares,  net of shares issued
for  conversion,  from  dilution  and by  the  potential  dilutive  effect,
depending  upon  the  price of the  Company's  common  stock,  of up to 1.0
million  additional  shares issuable upon exercise of the Class B warrants,
which expire in June 1998.


<PAGE> 18

Financial Condition and Liquidity
---------------------------------

                                  Housing
                                  -------

The  Company  is  significantly  affected  by the  cyclical  nature  of the
homebuilding  industry,  which is  sensitive  to  fluctuations  in economic
activity and interest rates and the level of consumer confidence.  Sales of
new homes are also affected by market  conditions for rental properties and
by the condition of the resale market for used homes,  including foreclosed
homes.  For example,  an  oversupply of resale units  depresses  prices and
reduces the margins  available on sales of new homes. The sale of new homes
and  profitability  from  sales  are  heavily  influenced  by the level and
expected  direction of interest rates.  Increases in interest rates tend to
have a  depressing  effect on the market for new homes in view of increased
monthly mortgage costs to potential home buyers.

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, including the Credit Facility.

During the three  month  period  ended  September  30,  1997,  the  Company
completed a  refinancing  of a  substantial  portion of its public debt. In
August 1997,  the Company sold $100  million  principal  amount of its 2004
Senior Notes and $125 million  principal amount of its Senior  Subordinated
Notes for the  purpose  of  raising  funds to  redeem  its  Debentures  and
purchase its 2003 Senior Notes.  In September  1997,  the Company  redeemed
$69.2 million  principal  amount of its  Debentures  and  purchased  $120.3
million principal amount of its 2003 Senior Notes for $198.8 million in the
aggregate.  Also  in  September  1997,  $10,752  principal  amount  of  the
Debentures was converted into 302,866 shares of the Company's common stock.
The balance of the 2003 Senior Notes ($79.7  million) are first callable in
June 1998. The Company currently intends to redeem these notes,  though the
Company  may  purchase  such notes in the open  market  prior to such date.
However, there can be no assurance that the Company will make such purchase
or  redeem  such  notes.  See  Note 3 of Notes  to  Consolidated  Condensed
Financial Statements.

The refinancing  strengthens the Company's capital structure by extending a
substantial  portion of its public debt  maturities  which were due in 2003
and 2005 to due dates of 2004 and 2007.

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

<PAGE> 19

cyclical  nature of the  housing  market and its use of working  capital by
employing rolling lot options, primarily in its affordable and move-up home
communities,  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 1997 from 1996 was primarily the result of
increased  activities,  including the increased activities in the Company's
retirement and active-adult communities.

The Company has financed,  and expects to continue to finance,  its working
capital needs from  operations and  borrowings,  including those made under
the Credit Facility.  The Credit Facility (and previous credit  facilities)
have enabled the Company to meet peak operating  needs. In August 1997, the
Company  entered into an interest rate swap agreement which has effectively
fixed the interest  rate on $50 million of its Credit  Facility  borrowings
until  August  2000 and in  October  1997  the  Credit  Facility  borrowing
commitment was increased  from $130 million to $180 million.  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, 1997 and 1996 is summarized below (dollars in thousands):

                                                    1997            1996
                                                  ---------       ---------
          Net cash provided (used) by:
            Operating activities                  $(42,406)       $(40,327)
            Investing activities                    (1,772)         (2,608)
            Financing activities                    37,154          54,257
                                                  --------        --------
          Net increase (decrease) in cash         $ (7,024)       $ 11,322
                                                  ========        ========

Housing  operating  activities  are,  at any time,  affected by a number of
factors,  including  the number of housing  units  under  construction  and
housing units delivered.  Cash flows from housing operating  activities for
1997  used more cash than 1996  primarily  due to an  increase  in  housing
proceeds receivables and the timing of payments related to construction and
land asset  activities,  offset in part by a decrease in  construction  and
land asset  activities  and the  increase  in the  number of housing  units
delivered.

Cash  flow  from  housing  financing  activities  for  1997  provided  cash
reflecting  the  sale  of  the  Company's  2004  Senior  Notes  and  Senior
Subordinated Notes and net borrowings under the Credit Facility,  offset by
the  purchase  of the  Company's  2003  Senior  Notes  and  Debentures  and
repurchase  of common  stock and Class B warrants.  Cash flow from  housing
financing  activities  in 1996  provided  cash  reflecting  the sale of the
Company's 7.95% senior notes due 2001, offset primarily by the repayment of
outstanding amounts under the Credit Facility.

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.


<PAGE> 20

                             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.

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 1997 provided more
cash  compared to 1996  primarily  due to increased  profitability  and the
timing of payments related to Mortgage's origination activities,  offset in
part by an increase in residential mortgage loan receivables.

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 $65 million secured
revolving line of credit (the "Mortgage Credit  Facility") which matures on
August 31,  1998.  While the Mortgage  Credit  Facility  contains  numerous
convenants,  including  a debt to  tangible  net worth  ratio and a minimum
tangible net worth  requirement,  these  convenants 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> 21

Item 2.  Changes in Securities and Item 4.  Submission of Matters to a Vote of
         ---------------------              ----------------------------------
         Security Holders
         ----------------

        In  connection  with the  Company's  repurchase  of greater  than a
        majority  of the  outstanding  principal  amount of the 2003 Senior
        Notes,  the  Company  amended the  indenture  pursuant to which the
        Notes  were  issued.   This  amendment   eliminated   many  of  the
        restrictive   covenants   and  two  events  of  default  from  such
        indenture.

        The  indentures  relating  to the  2004  Senior  Notes  and  Senior
        Subordinated   Notes  contain  numerous   covenants,   including  a
        limitation  on the  declaration  of  dividends to holders of equity
        securities.


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, 1997 and 1996:

              States                  New Orders     Deliveries
              ------                  ----------     ----------
                                     1997    1996   1997    1996
                                     ----    ----   ----    ----
         Three Month Period -
         Arizona                      253    192     237    221
         California                   160    113     123    139
         Colorado                     302    329     332    320
         Florida                      588    448     534    520
         Indiana/Ohio                  25     36      32     43
         Maryland/Virginia             88     76      95    102
         Minnesota                     78     60     104     77
         Nevada                        71     64      79     91
         New Jersey                   112    128     135    151
         Texas                        205    223     202    184
                                    -----  -----   -----  -----
                                    1,882  1,669   1,873  1,848
                                    =====  =====   =====  =====


<PAGE> 22

              States                 New Orders     Deliveries        Backlog
              ------                 ----------     ----------        -------
                                    1997    1996   1997    1996    1997   1996
                                    ----    ----   ----    ----    ----   ----
         Nine Month Period -
         Arizona                      729    686     637    737     361    334
         California                   507    430     404    370     252    171
         Colorado                   1,055  1,146   1,071    876     625    732
         Florida                    2,142  1,776   1,733  1,582   1,442  1,180
         Indiana/Ohio                 103    161     117    103      70    120
         Maryland/Virginia            303    313     257    255     146    171
         Minnesota                    317    251     226    222     198    148
         Nevada                       249    302     271    278     112    143
         New Jersey                   363    399     338    322     204    260
         Texas                        777    683     618    468     501    406
                                    -----  -----   -----  -----   -----  -----
                                    6,545  6,147   5,672  5,213   3,911  3,665
                                    =====  =====   =====  =====   =====  =====

     Board of Directors Resignation -

        During the quarter  ended  September  30,  1997,  Jack L.  McDonald
        accepted a position as Chief Executive  Officer with New Millennium
        Homes, another home building company, and accordingly,  resigned as
        a member of the Company's Board of Directors.

     Cautionary Disclosure Regarding Forward-Looking Statements -

        Certain  statements   contained  herein,  in  the  Company's  press
        releases, oral communications and other 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 Section 21E of the Securities  Exchange Act of 1934, as amended.
        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   "Management's   Discussion  and  Analysis  of
        Financial Condition and Results of Operations,  Other -- Cautionary
        Disclosure Regarding  Forward-Looking  Statements" in the Company's
        Annual  Report on Form 10-K for the fiscal year ended  December 31,
        1996.
<PAGE> 23
Item 6. Exhibits and Reports on Form 8-K
        --------------------------------

  (a)   Exhibits

         Exhibit 3.1  -  Certificate of Retirement, dated as of June 16, 1997

         Exhibit 10.1 -  Fifth Amendment to First Amended and Restated
                         Warehousing Credit and Security Agreement (single
                         family mortgage loans), dated as of August 28, 1997
                         between U.S. Home Mortgage Corporation and
                         Residential Funding Corporation

         Exhibit 10.2 -  Senior Indenture,  dated as of August 28, 1997,
                         by and between U.S.  Home  Corporation
                         and IBJ Schroder Bank & Trust Company, 
                         as trustee,  relating to U.S. Home Corporation's
                         8.25% Senior Notes due 2004

         Exhibit 10.3 -  Senior Subordinated Indenture,  dated as of
                         August 28, 1997, by and between U.S. Home
                         Corporation  and IBJ Schroder Bank & Trust
                         Company,  as trustee,  relating to U.S. Home
                         Corporation's 8.88% Senior Subordinated Notes
                         due 2007

         Exhibit 10.4 -  Acknowledgment of Satisfaction and Discharge,
                         dated as of September  10, 1997,  by
                         Marine Midland Bank, as trustee,  with respect
                         to the indenture  relating to the 4.875%
                         Convertible Subordinated Debentures

         Exhibit 10.5 -  Supplemental Indenture,  dated as of
                         September 23, 1997 between U.S. Home
                         Corporation and IBJ Schroder Bank & Trust
                         Company,  as trustee,  with  respect to the
                         indenture relating to the 9.75% Senior Notes
                         due 2003

         Exhibit 10.6 -  Amended and Restated Retirement Plan for
                         Non-Employee Directors

         Exhibit 10.7 -  Commitments and Acceptances,  each dated
                         October 8, 1997, among U.S. Home Corporation,
                         as borrower,  The First National Bank of Chicago,
                         as agent,  and each of AmSouth Bank,
                         Credit  Lyonnais  New York Branch,  The First
                         National  Bank of Chicago,  and Guaranty
                         Federal Bank, F.S.B.,  each as an Accepting
                         Lender relating to the Amended and Restated
                         Credit Agreement with First National Bank of
                         Chicago, as Agent

         Exhibit 11   -  Computation of Income Per Common Share

         Exhibit 27   -  Financial Data Schedule
<PAGE> 24

    (b) Reports on Form 8-K

             On August 26, 1997,  under Item 5 "Other  Events" of Form 8-K,
             the Company filed a Current Report on Form 8-K,  including the
             documents  attached  as  exhibits,   in  connection  with  its
             Registration   Statement   on  Form  S-3   (Registration   No.
             333-31457)  filed with the Securities and Exchange  Commission
             on July 17, 1997.

        No other Current Report on Form 8-K was filed by the Company during
        July, August or September 1997.


<PAGE> 25



                                 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:  November 6, 1997                  /s/Isaac Heimbinder
                                         -------------------------------------
                                         Isaac Heimbinder
                                         President, Co-Chief Executive Officer
                                         and Chief Operating Officer



Date:  November 6, 1997                  /s/Chester P. Sadowski
                                         -------------------------------------
                                         Chester P. Sadowski
                                         Vice President, Controller
                                         and Chief Accounting Officer
<PAGE> 26

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

                                                                   Sequential
Exhibit                                                             Numbered
Number                                                                 Page
------                                                            -----------

 3.1     Certificate of Retirement, dated as of June 16, 1997           28

10.1     Fourth Amendment to First Amended and Restated 
         Warehousing Credit and Security Agreement (single
         family mortgage  loans),  dated as of September 25,
         1997 between U.S. Home Mortgage Corporation and
         Residential Funding  Corporation                               54

10.2     Senior Indenture,  dated as of August 28, 1997, by
         and between U.S. Home Corporation and IBJ Schroder
         Bank & Trust Company, as trustee, relating to U.S.
         Home Corporation's 8.25% Senior Notes due 2004                155

10.3     Senior Subordinated Indenture, dated as of
         August 28, 1997, by and between U.S. Home
         Corporation and IBJ Schroder Bank & Trust Company,
         as trustee, relating to U.S. Home Corporation's
         8.88% Senior Subordinated Notes due 2007                      254

10.4     Acknowledgment of Satisfaction and Discharge, dated
         as of September 10, 1997,  by Marine  Midland Bank
         as trustee with respect to the indenture relating
         to the 4.875%  Convertible Subordinated Debentures            257

10.5     Supplemental Indenture, dated as of September 23,
         1997 between U.S. Home Corporation and IBJ Schroder
         Bank & Trust Company, as trustee,  with  respect to
         the indentures relating to the 9.75% Senior Notes
         due 2003                                                      260

10.6     Amended and Restated Retirement Plan for
         Non-Employee Directors                                        268

10.7     Commitments and Acceptances, each dated
         October 8, 1997, among U.S. Home Corporation, as
         borrower, The First National Bank of Chicago,  as
         agent, and each of AmSouth Bank,  Credit Lyonnais
         New  York  Branch, The  First  National  Bank  of
         Chicago, and Guaranty Federal Bank, F.S.B., each
         as an Accepting Lender relating to the Amended 
         and Restated Credit Agreement with First National
         Bank of Chicago,  as Agent                                    279

11       Computation of Income Per Common Share                        281

27       Financial Data Schedule