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                                                            EXHIBIT 10.1

                    THIRD AMENDMENT TO CREDIT AGREEMENT

                  THIRD AMENDMENT TO CREDIT AGREEMENT ("Third  Amendment"),
dated as of  March  9,  1998,  among  U.S.  Home  Corporation,  a  Delaware
corporation  (the  "Borrower"),  the Lenders (the  "Lenders")  party to the
Amended and Restated Credit  Agreement dated as of May 28, 1997 (as amended
by the Consent and First  Amendment  to Credit  Agreement  dated August 22,
1997,  and by the Consent and Second  Amendment to Credit  Agreement  dated
January 15, 1998, the "Credit Agreement"), among the Borrower, such Lenders
and THE FIRST  NATIONAL BANK OF CHICAGO,  as Agent (the  "Agent"),  and the
Agent.

                                 RECITALS:

                  A.  The Borrower, the Lenders and the Agent have previously
entered into the Credit Agreement.

                  B.  The  parties   hereto  desire  to  amend  the  Credit
Agreement to modify the limitations on Investments  provided for in Section
8.6(vi).

                  NOW, THEREFORE,  in consideration of the premises and the
mutual covenants hereinafter contained, the parties hereto, intending to be
legally bound, agree as follows:

                  1.       DEFINITIONS

                  In addition to the terms defined herein, capitalized terms
used in this Third  Amendment  shall  have  the respective meanings ascribed
thereto in the Credit Agreement.

                  2.       INVESTMENTS IN JOINT VENTURES

                  Section  8.6(vi)  is hereby modified by deleting the words
"$35,000,000 in the aggregate" and inserting in place  thereof the words "in
the aggregate an amount equal to 15% of Consolidated Tangible Net Worth."

                  3.       MISCELLANEOUS

                  3.1 This Third Amendment may be executed in any number of
counterparts,  all of which taken together shall  constitute one agreement,
and any of the parties  hereto may execute this Third  Amendment by signing
any such counterpart.

                  3.2  In  all   respects,   including   all   matters   of
construction,  validity  and  performance,  this Third  Amendment  shall be
construed  in  accordance  with  the  internal  laws  (and  not the laws of
conflicts)  of the State of  Illinois,  but giving  effect to federal  laws
applicable to national banks.
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                  IN  WITNESS  WHEREOF, this  Third Amendment has been duly
executed as of the date first above written.

                                U.S. HOME CORPORATION

                                By:/s/ Thomas A. Napoli
                                   -------------------------------------
                                   Name: Thomas A. Napoli
                                   Title: Vice President - Corporate
                                          Finance and Treasurer
                                  
                                LENDERS:

                                THE FIRST NATIONAL BANK OF CHICAGO,
                                Individually and as Agent


                                By:/s/ Gregory A. Gilbert
                                   -------------------------------------
                                   Name: Gregory A. Gilbert
                                   Title: Vice President

                                GUARANTY FEDERAL BANK, F.S.B.

                                By:/s/ Randall S. Reid
                                   ------------------------------------
                                   Name: Randall S. Reid
                                   Title: Vice President

                                CREDIT LYONNAIS NEW YORK BRANCH

                                By:/s/ Alain Papiasse
                                   -----------------------------------
                                   Name: Alain Papiasse
                                   Title: Executive Vice President

                                BANK ONE, ARIZONA, NA

                                By:/s/ Louis W. Morano, Jr.
                                   -----------------------------------
                                   Name: Louis W. Morano, Jr.
                                   Title: Assistant Vice President


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                                COMERICA BANK, a Michigan corporation

                                By:/s/ David J. Campbell
                                   ----------------------------------
                                   Name: David J. Campbell
                                   Title: Vice President

                                AMSOUTH BANK

                                By:/s/ Jerry E. Pate
                                   ----------------------------------
                                   Name: Jerry E. Pate
                                   Title: Senior Vice President