<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 March 31, 1999

                                     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.)

                   10707 Clay Road, Houston, Texas 77041
            (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 the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

            Class                       Outstanding at April 30, 1999
Common stock, $.01 par value                 13,309,446 shares


<PAGE> 2


                           U.S. HOME CORPORATION


                                   INDEX


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

            Item 1.  Financial Statements

                     Consolidated Condensed Balance Sheets--
                     March 31, 1999 and December 31, 1998                   3

                     Consolidated Condensed Statements of Operations--
                     Three Months Ended March 31, 1999 and 1998             5

                     Consolidated Condensed Statements of Cash Flows--
                     Three Months Ended March 31, 1999 and 1998             6

                     Notes to Consolidated Condensed Financial Statements   7

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

            Item 3.  Quantitative and Qualitative Disclosures About
                     Market Risk                                           19

Part II.    Other Information

            Item 2.  Changes in Securities and Use of Proceeds             20

            Item 5.  Other Information                                     20

            Item 6.  Exhibits and Reports on Form 8-K                      22




<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

<TABLE>
<CAPTION>
                                                  March 31,      December 31,
                                                    1999              1998
                                                  ----------     ------------
                                                 (Unaudited)
HOUSING:
   <S>                                            <C>            <C>       
   Cash (including restricted funds) ........     $    5,431     $    8,172
   Receivables, net .........................         70,119         60,510
   Single-Family Housing Inventories ........      1,052,827        986,878
   Option Deposits on Real Estate ...........         88,754        103,451
   Other Assets .............................         62,802         59,636
                                                  ----------     ----------
                                                   1,279,933      1,218,647
                                                  ----------     ----------

FINANCIAL SERVICES:
   Cash (including restricted funds) ........          5,715          5,660
   Residential Mortgage Loans ...............         83,940         82,479
   Other Assets .............................         12,118          8,987
                                                  ----------     ----------
                                                     101,773         97,126
                                                  ----------     ----------

CORPORATE:
  Cash and Other Assets .....................         40,834         37,203
                                                  ----------     ----------
                                                  $1,422,540     $1,352,976
                                                  ==========     ==========
</TABLE>




    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
<TABLE>
<CAPTION>
                                                 March 31,     December 31,
                                                   1999           1998
                                                -----------    -------------
                                               (Unaudited)
CORPORATE AND HOUSING:
  <S>                                           <C>            <C>        
  Accounts Payable ..........................   $   116,710    $   129,200
  Accrued Expenses and Other Current
    Liabilities .............................        93,506         89,156
  Revolving Credit Facility .................        75,000        130,000
  Long-Term Debt ............................       548,975        424,980
                                                -----------    -----------
                                                    834,191        773,336
                                                -----------    -----------
FINANCIAL SERVICES:
  Accrued Expenses and Other Current
    Liabilities .............................        40,769         32,287
  Revolving Credit Facilities ...............        25,513         33,112
                                                -----------    -----------
                                                     66,282         65,399
                                                -----------    -----------

    Total Liabilities .......................       900,473        838,735
                                                -----------    -----------

STOCKHOLDERS' EQUITY:
  Common Stock, $.01  par value,
    authorized 50,000,000 shares,
    outstanding 13,309,942 shares
    at March 31, 1999 and
    13,501,630 shares at
    December 31, 1998 .......................           137            137
  Capital In Excess of Par Value ............       402,982        402,754
  Retained Earnings .........................       132,600        118,061
  Unearned Compensation on Restricted
    Stock ...................................        (1,401)        (1,475)
                                                -----------    -----------
                                                    534,318        519,477
  Less Treasury Stock, at cost, 375,000
    shares at March 31, 1999 and 175,000
    shares at December  31, 1998 ............       (12,251)        (5,236)
                                                -----------    -----------

    Total Stockholders' Equity ..............       522,067        514,241
                                                -----------    -----------
                                                $ 1,422,540    $ 1,352,976
                                                ===========    ===========
</TABLE>
   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
                                                               March 31,
                                                           ------------------
                                                           1999         1998
                                                        ---------    ---------
HOUSING:
  <S>                                                   <C>          <C>      
  Operating Revenues ................................   $ 392,337    $ 327,443
                                                        ---------    ---------
  Operating Costs and Expenses -
    Cost of products sold ...........................     320,161      264,845
    Selling, general and administrative .............      38,153       33,305
    Interest ........................................      10,504        9,176
                                                        ---------    ---------
                                                          368,818      307,326
                                                        ---------    ---------
  Housing Operating Income ..........................      23,519       20,117
                                                        ---------    ---------
FINANCIAL SERVICES:
  Operating Revenues ................................       8,311        7,102
  General, Administrative and Other Expenses ........       4,964        4,702
                                                        ---------    ---------
  Financial Services Operating Income ...............       3,347        2,400
                                                        ---------    ---------
CORPORATE GENERAL AND ADMINISTRATIVE ................       3,604        3,334
                                                        ---------    ---------
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY
  LOSS ..............................................      23,262       19,183
                                                        ---------    ---------
PROVISION FOR INCOME TAXES:
  Federal and State Income Taxes ....................       8,723        7,098
  Tax Benefit .......................................        --         (7,474)
                                                        ---------    ---------
                                                            8,723         (376)
                                                        ---------    ---------
INCOME BEFORE EXTRAORDINARY LOSS ....................      14,539       19,559
EXTRAORDINARY LOSS FROM EARLY RETIREMENT OF DEBT, NET
  OF INCOME TAX BENEFIT .............................        --          1,530
                                                        ---------    ---------
NET INCOME ..........................................   $  14,539    $  18,029
                                                        =========    =========
Basic Earnings Per Share:
  Income Before Extraordinary Loss ..................   $    1.09    $    1.66
  Extraordinary loss ................................   $    --      $    (.13)
  Net income ........................................   $    1.09    $    1.53
Diluted Earnings Per Share:
  Income Before Extraordinary Loss ..................   $    1.06    $    1.49
  Extraordinary Loss ................................   $    --      $    (.12)
  Net Income ........................................   $    1.06    $    1.37
</TABLE>
         The accompanying notes are an integral part of these statements.
<PAGE> 6
                   U.S. HOME CORPORATION AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                           (Dollars in Thousands)
                                (Unaudited)
<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            March 31,
                                                     -----------------------
                                                       1999            1998
                                                     ---------    ----------
<S>                                                  <C>          <C>       
Net Cash Provided From Operating Activities: .....   $ (46,281)   $ (41,606)
                                                     ---------    ---------

Net Cash Flows From Investing Activities:
  Decrease (increase) in restricted cash .........       1,456       (2,946)
  Principal collections on investments in
    mortgage loans ...............................          98        1,396
  Purchase of property, plant and equipment,
    net of disposals .............................      (4,293)      (2,208)
  Other ..........................................        (117)        (554)
                                                     ---------    ---------
  Net cash provided (used) by investing activities      (2,856)      (4,312)
                                                     ---------    ---------

Net Cash Flows From Financing Activities:
  Proceeds from revolving credit facilities,
    net of repayments ............................     (62,599)     (13,099)
  Net proceeds from sale of senior notes and
    senior subordinated notes ....................     122,113       98,237
  Purchase of senior notes .......................        --        (38,295)
  Repayment of notes and mortgage notes payable ..      (4,137)        (966)
  Repurchase of common stock .....................      (7,015)        --
  Other ..........................................        --            413
                                                     ---------    ---------
  Net cash provided by financing activities ......      48,362       46,290
                                                     ---------    ---------
Net Increase (Decrease) in Cash ..................        (775)         372
Cash At Beginning of Period ......................       7,285        6,466
                                                     ---------    ---------
Cash At End of Period ............................   $   6,510    $   6,838
                                                     =========    =========

Supplemental Disclosure:
  Interest paid, before amount capitalized -
    Housing ......................................   $  20,418    $  14,350
    Financial Services ...........................         243          369
                                                     ---------    ---------
                                                     $  20,661    $  14,719
                                                     =========    =========
  Income taxes paid ..............................   $     733    $   3,359
                                                     =========    =========
</TABLE>
         The accompanying notes are an integral part of these statements.
<PAGE> 7
                   U.S. HOME CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               March 31, 1999
                           (Dollars in Thousands)
                                (Unaudited)

(1)      Basis of Presentation and Segment Information

         Basis of Presentation -
         The  accompanying  consolidated  condensed  balance  sheet  as  of
         December 31, 1998,  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 March 31, 1999 and
         December 31, 1998 and its results of operations and cash flows for
         the three month periods ended March 31, 1999 and 1998.

         Because of the  seasonal  nature of the  Company's  business,  the
         results of operations for the three-month  periods ended March 31,
         1999 and 1998 are not  necessarily  indicative  of the results for
         the full year.


<PAGE> 8

         Segment Information -
         The  Company's   financial  reporting  segments  consist  of  home
         building,  financial  services and  corporate.  The Company's home
         building  operations  comprise  the most  substantial  part of its
         business,  with approximately 97% of consolidated  revenues in the
         three month periods ended March 31, 1999 and 1998  contributed  by
         the home  building  operations.  The Company is one of the largest
         single-family  homebuilders  in the United  States  based on homes
         delivered.  The Company  currently  builds and sells homes in more
         than 230 new home communities in 34 market areas in 13 states. The
         Company offers a wide variety of moderately  priced homes that are
         designed to appeal to the  affordable,  move-up and retirement and
         active adult buyers. The Company's  financial services  operations
         provide mortgage-banking services to the home building operations'
         customers.  The Company originates,  processes and sells mortgages
         to third party  investors.  The Company does not retain or service
         the mortgages that it originates but, rather,  sells the mortgages
         and related  servicing  rights to investors.  Corporate  primarily
         includes the  operations of the Company's  corporate  office whose
         primary purpose is to provide  financing,  cash  management,  risk
         management, capital allocations,  management reporting and general
         administration  of  the  home  building  and  financial   services
         segments.

         Assets,  operating  revenues and operating income of the Company's
         reportable  segments  are included in the  consolidated  condensed
         balance   sheets  and   consolidated   condensed   statements   of
         operations.  Expenditures  for long-lived  assets and depreciation
         and amortization  expenses were  insignificant for the three-month
         periods ended March 31, 1999 and 1998.

(2)  INVENTORIES

        The components of single-family housing inventories are as follows:
<TABLE>
<CAPTION>

                                                    March 31,     December 31,
                                                       1999           1998
                                                   -----------   ------------
<S>                                                <C>            <C>        
        Housing completed and under construction   $   385,104    $   382,080
        Models                                          92,187         90,676
        Finished lots                                  165,663        132,567
        Land under development                         123,975        133,791
        Land held for development or sale              285,898        247,764
                                                   -----------    -----------
                                                   $ 1,052,827    $   986,878
                                                   ===========    ===========
</TABLE>
<PAGE> 9


(3)  REVOLVING CREDIT FACILITIES AND LONG-TERM DEBT

        Housing -

        The housing revolving credit facility and long-term debt consist of
        the following:
<TABLE>
<CAPTION>

                                                    March 31,     December 31,
                                                        1999          1998
                                                   ------------   -----------
<S>                                                <C>            <C>        
         Revolving credit facility                 $     75,000   $   130,000
                                                   ------------   -----------

         7.95% Senior notes due 2001                     75,000        75,000
         8.25% Senior notes due 2004                    100,000       100,000
         7.75% Senior notes due 2005                     99,783        99,773
         8.88% Senior subordinated notes due 2007       125,000       125,000
         8.875% Senior subordinated notes due 2009      124,000             -
         Notes and mortgage notes payable                25,192        25,207
                                                   ------------   -----------
                                                        548,975       424,980
                                                   ------------   -----------
                                                   $    623,975   $   554,980
                                                   ============   ===========
</TABLE>

         The Company  has an  unsecured  revolving  credit  agreement  (the
         "Credit  Facility")  with a group of banks.  The  Credit  Facility
         provides for borrowings of up to $300,000,  of which up to $35,000
         may be  used  for  letter  of  credit  obligations,  subject  to a
         borrowing  base  limitation.  Upon approval of the agent bank, the
         borrowings  under  the  Credit  Facility  may  be  increased,   in
         multiples of $10,000,  to a maximum of $350,000,  either by having
         additional  banks (which have been approved by the Company) become
         lenders or by having one or more of the existing  banks,  with the
         approval of the Company,  increase the amount of their commitment.
         The amount  available for borrowing  under the Credit  Facility is
         based on housing  inventories,  land,  finished  lots and  closing
         proceeds  receivables less outstanding  senior debt borrowings (as
         defined), including amounts outstanding under the Credit Facility;
         as the amount invested in these categories changes,  the amount of

<PAGE> 10

         available borrowings will increase or decrease. At March 31, 1999,
         $213,557  of the Credit  Facility  commitment  was  available  for
         borrowing.  Borrowings  bear interest at a premium over the London
         Interbank Offered Rate ("LIBOR") or the base rate announced by the
         agent bank. The Credit  Facility,  as amended,  expires on May 31,
         2001, 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 the incurrence
         of additional  debt,  creation of liens and the levels of land and
         housing  inventories  maintained  by the  Company  and  limits the
         payment of cash  dividends in any fiscal  quarter to fifty percent
         of the Company's consolidated net income (as defined in the credit
         agreement) for the preceding fiscal quarter.

         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 the  likelihood  of credit  loss from  counterparty
         non-performance  is remote.  At March 31, 1999, 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.

         In  February  1999,  the  Company  completed  the sale of $125,000
         principal amount of its 8.875% senior  subordinated notes due 2009
         (the "2009 Senior Subordinated  Notes") for the purpose of raising
         proceeds to repay part of the balance outstanding under the Credit
         Facility  and for  general  corporate  purposes.  The 2009  Senior
         Subordinated  Notes were  issued at  original  issue  discount  of
         $1,012,  which is  being  amortized  over the term of such  Notes.
         Interest is payable  semi-annually  commencing on August 15, 1999.
         On or after February 15, 2004, the 2009 Senior  Subordinated Notes
         may be redeemed at the option of the Company, in whole or in part,
         at  prices  ranging  from  104.438%  during  the 12  month  period
         beginning  February  15,  2004 to 100% (on or after  February  15,
         2007) of the principal  amount thereof,  together with accrued and
         unpaid interest.


<PAGE> 11
         In the first quarter of 1998, the Company purchased in open market
         transactions  $36,594  principal  amount of its 9.75% senior notes
         due 2003 (the "2003 Senior  Notes").  The early  retirement of the
         2003 Senior  Notes  resulted in an  extraordinary  loss in 1998 of
         $1,530, net of income tax benefit of $899.

         Financial Services -

         The financial services credit facilities consist of the following:
<TABLE>
<CAPTION>
                                                March 31,     December 31,
                                                 1999               1998
                                               ----------      ------------
<S>                                            <C>             <C>         
          Mortgage Credit Facility             $   25,013      $     33,112
          Subsidiary Credit Agreement                 500                 -
                                               ----------      ------------
                                               $   25,513      $     33,112
                                               ==========      ============
</TABLE>

         The  Company's  mortgage  banking  subsidiary,  U.S. Home Mortgage
         Corporation  ("Mortgage"),  may  borrow  up  to  $80,000  under  a
         revolving line of credit (the  "Mortgage  Credit  Facility").  The
         Mortgage Credit Facility is secured by residential mortgage loans,
         is not  guaranteed by the Company,  matures on August 31, 1999 and
         bears interest at a premium over the LIBOR rate.

         On March 8, 1999,  a  subsidiary  of Mortgage  (the  "Subsidiary")
         entered  into  an  unsecured   revolving   credit  agreement  (the
         "Subsidiary  Credit  Agreement")  with two banks providing up to a
         maximum of $10,000 of borrowings  subject to a borrowing base. The
         Subsidiary  was organized to loan money to joint ventures in which
         the Company is a joint  venture  partner.  The  Subsidiary  Credit
         Agreement  is  guaranteed  by  the  Company  and a  joint  venture
         partner,  matures on May 31, 2001 and bears  interest at a premium
         over the base rate  announced  by the agent bank or a premium over
         the LIBOR rate.

(4)  INCOME TAXES

         In  connection  with the  Internal  Revenue  Service  (the  "IRS")
         examination  of the  Company's  1993 and 1992  federal  income tax
         returns, the IRS disallowed certain previously reserved deductions
         taken by the  Company in its 1993 tax return.  In March 1998,  the
         Company  was  informed  that its  appeal  of the IRS  decision  to
         disallow  these  deductions  had  been  resolved  in  favor of the
         Company.  As a result of the favorable filing, the Company reduced
         its deferred tax liability and recognized an income tax benefit in
         the  first  quarter  of 1998  totaling  $7,474  related  to  these
         deductions.  The decrease in the deferred tax liability  increased
         basic and  diluted  earnings  per common  share in the three month
         period  ended March 31, 1998 by $.63 per share and $.57 per share,
         respectively.
<PAGE> 12
(5)  INTEREST

        A summary of housing  interest  for the three month  periods  ended
        March 31, 1999 and 1998 follows:
<TABLE>
<CAPTION>
                                                            1999        1998
                                                         --------     --------
<S>                                                      <C>          <C>     
      Capitalized at beginning of period                 $ 68,750     $ 62,950
      Capitalized                                          12,985       10,961
      Previously capitalized interest
        included in interest expense                      (10,504)      (9,176)
      Other                                                     9           (7)
                                                          --------    --------
      Capitalized at end of period                        $ 71,240    $ 64,728
                                                          ========    ========
</TABLE>

        Financial  services  interest  expense for the three  month  periods
        ended March 31, 1999 and 1998, was $200 and $411, respectively,  and
        is  included in general,  administrative  and other  expenses in the
        accompanying consolidated condensed statements of operations.

(6)  EARNINGS PER SHARE

        Basic  earnings per share  includes the weighted  average number of
        common shares  outstanding  for the periods.  Diluted  earnings per
        share  includes (i) the assumed  exercise of stock options and (ii)
        the dilutive effect of the Class B warrants  through their exercise
        and  expiration in June 1998.  The following  table  summarizes the
        basic earnings and diluted earnings per share  computations for the
        three-month periods ended March 31, 1999 and 1998:

<PAGE> 13

<TABLE>
<CAPTION>

                                                    1999           1998
                                               ------------   ------------
Basic earnings per share:
<S>                                            <C>            <C>         
  Income before extraordinary loss .........   $     14,539   $     19,559
  Extraordinary loss .......................           --            1,530
                                               ------------   ------------
  Net income ...............................   $     14,539   $     18,029
                                               ============   ============

  Weighted average number of common shares .     13,345,945     11,804,493
                                               ============   ============

  Earnings per share -
    Income before extraordinary loss .......   $       1.09   $       1.66
    Extraordinary loss .....................   $       --     $       (.13)
    Net income .............................   $       1.09   $       1.53

Diluted earnings per share:
  Income before extraordinary loss .........   $     14,539   $     19,559
  Extraordinary loss .......................           --            1,530
                                               ------------   ------------
  Net income, assuming dilution ............   $     14,539   $     18,029
                                               ============   ============

  Weighted average number of common shares .     13,345,945     11,804,493
  Incremental shares from assumed
    conversions -
    Contingent common shares ...............        111,999         11,495
    Stock options ..........................        315,693        427,586
    Class B warrants .......................           --          961,165
                                               ------------   ------------
  Adjusted weighted average number of
    common shares ..........................     13,773,637     13,204,739
                                               ============   ============

  Earnings per share -
    Income before extraordinary loss .......   $       1.06   $       1.49
    Extraordinary loss .....................   $       --     $       (.12)
    Net income .............................   $       1.06   $       1.37

</TABLE>


<PAGE> 14
(7)      Treasury Stock

        As of  December  31,  1998,  the  Company  had  remaining  Board of
        Directors  authorization  to  repurchase  up to  409,157  shares of
        outstanding  common stock,  in the aggregate,  from time to time in
        the  open  market  and/or  in  private  transactions.   During  the
        three-month  period ending March 31, 1999, the Company  repurchased
        200,000  shares of common stock for an aggregate  purchase price of
        $7,015.  The cost of the  repurchased  shares has been  included in
        "Treasury Stock" in the accompanying consolidated condensed balance
        sheets.

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):
<TABLE>
<CAPTION>
                                                  Three Months Ended
                                                       March 31,
                                               ---------------------------
                                                    1999           1998
                                               -----------      ----------
Revenues -
<S>                                             <C>             <C>       
   Single-family homes ....................     $  388,237      $  324,310
   Land and other .........................          4,100           3,133
                                                ----------      ----------
     Total ................................     $  392,337      $  327,443
                                                ==========      ==========

Single-family homes -
   Gross margin amount ....................     $   70,342      $   61,200
   Gross margin percentage ................           18.1%           18.9%
   Units delivered ........................          2,095           1,899
   Average sales price ....................     $  185,300      $  170,800
   New orders taken .......................          3,033           3,496
   Backlog at end of period:
     Aggregate sales amount ...............     $1,029,452      $  893,245
     Units ................................          5,310           5,032
Selling, general and
   administrative expenses as a
   percentage of housing revenues .........            9.7%           10.2%

Interest -
   Paid or accrued ........................     $   12,985      $   10,961
   Percentage capitalized .................          100.0%          100.0%
   Previously capitalized
     interest included in
     interest expense .....................     $   10,504      $    9,176
   Percentage of housing revenues .........            2.7%            2.8%
</TABLE>
<PAGE> 15

Revenues and Sales -

Revenues from sales of single-family homes for the three-month period ended
March 31, 1999 increased 20% compared to the three-month period ended March
31, 1998. The increase resulted primarily from a 10% increase in the number
of housing  units  delivered  and a 9% increase in the average sales price.
The average  sales price is impacted by product mix,  geographical  mix and
changing prices on units delivered.

New orders taken for the three-month  period ended March 31, 1999 decreased
13%  compared to the same period in 1998.  While new orders taken were down
in the first quarter of 1999, new orders for March and April 1999 increased
compared  to March  and  April 1998,  indicating  stronger sales throughout
the Company's  operations  in general.  The decrease in new orders taken in
the first  quarter  of 1999 was  primarily  due to strong  sales in 1998 in
certain of the Company's  markets which resulted in a number of communities
selling  out  earlier  than   anticipated. With   an  increased presence in
retirement and active adult housing and the opening of new  primary housing
communities during the balance of the year, the Company  expects  its sales
performance will reflect comparative improvements  over the course  of  the
year.

Gross Margins -

The single-family  homes gross margin percentage for the three month period
ended March 31, 1999  declined 80 basis points  compared to the same period
in 1998.  The decrease was  primarily due to  retirement  and  active-adult
revenues, which have higher margins than the Company average, being less in
1999 than 1998 as a percent of total single-family home revenues.

Backlog -

The  aggregate  amount of sales  backlog at March 31,  1999  increased  15%
compared  to March 31,  1998.  The  increase  in the  value of the  backlog
reflects  the  increase  in the  number  of units  under  contract  and the
increase in the average  sales price.  Substantially  all of the  Company's
backlog  units at March 31,  1999,  net of  cancellations,  are expected to
result in revenues prior to March 31, 2000.

Selling, General and Administrative Expenses -

As a percentage of housing revenues,  selling,  general and  administrative
expenses for the  three-month  period ended March 31, 1999  decreased  when
compared to the  three-month  period ended March 31, 1998.  Actual selling,
general and administrative  expenses for the three-month period ended March
31, 1999  increased  $4.8 million when compared to the same period in 1998.
This  increase was primarily  due to increases in  volume-related  expenses
($2.0 million) resulting from increased deliveries in 1999 when compared to
1998 and increased  payroll costs and marketing  center expenses  resulting
from increased activities.


<PAGE> 16

Interest -

Interest  paid or accrued for the three month  period  ended March 31, 1999
increased  approximately  18%  compared  to the same  period  in 1998.  The
increase in 1999 is primarily due to an increase in the average outstanding
debt which was  primarily  incurred in  connection  with the  increases  in
single-family housing inventories resulting from increased activities.

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.
Previously  capitalized interest amounts charged to interest expense in the
three-month  period  ended March 31,  1999  increased  14%  compared to the
three-month  period  ended March 31, 1998.  The  increase was  attributable
primarily to an increase in the number of housing  units  delivered  and an
increase in the average interest expense per housing unit delivered.

                             Financial Services

Revenues -

Revenues for the financial  services segment for the periods indicated were
as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                     Three Months
                                                         Ended
                                                       March 31,
                                                 ----------------------
                                                   1999           1998
                                                 -------        -------
<S>                                              <C>            <C>    
    U.S. Home Mortgage Corporation and
      Subsidiary                                 $ 7,097        $ 6,079
    Other financial services operations            1,214          1,023
                                                 -------        -------
                                                 $ 8,311        $ 7,102
                                                 =======        =======
</TABLE>

The increase in U.S. Home Mortgage Corporation's  ("Mortgage") revenues for
the three month  period  ended  March 31,  1999 when  compared to the three
month  period  ended March 31, 1998 was  primarily  due to the  increase in
mortgage  loan  originations  and the  increase  in income from the sale of
mortgage loans and servicing rights.


<PAGE> 17

Mortgage's  "capture  rate"  for  providing  financing  to  buyers of homes
delivered  by the Company  remained  substantially  constant at 83% for the
three month period ended March 31, 1999 compared to 82% for the same period
in 1998. Since a certain  percentage of buyers typically elect to use other
sources of financing,  the Company believes Mortgage's capture rate is near
the maximum capture rate.

                                   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 .9% for the three-month  period ended March 31, 1999 and 1.0%
for the three-month  period ended March 31, 1998.  Actual corporate general
and administrative expenses for the three month period ended March 31, 1999
were $3.6  million,  compared to $3.3  million  for the three month  period
ended March 31, 1998.

Income Taxes -

In connection with the Internal Revenue Service (the "IRS")  examination of
the Company's 1993 and 1992 federal income tax returns,  the IRS disallowed
certain previously reserved deductions taken by the Company in its 1993 tax
return.  In March 1998, the Company was informed that its appeal of the IRS
decision to disallow  these  deductions  had been  resolved in favor of the
Company.  As a result of the  favorable  ruling,  the  Company  reduced its
deferred tax  liability  and  recognized an income tax benefit in the first
quarter of 1998  totaling  $7.5 million  related to these  deductions.  The
decrease in the deferred tax liability increased basic and diluted earnings
per  common   share  in  1998  by  $.63  per  share  and  $.57  per  share,
respectively.



<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.  Sale of
new homes is 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 homebuyers.

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 Company's  principal  unsecured revolving credit
agreement (the "Credit Facility").

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.  Primarily  in its  affordable  and  move-up  home
communities,  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.  However,  with the increase in the number of retirement  and active
adult  communities,  the use of rolling lot options as a percentage  of the
Company's  total  finished  lot needs has and is  expected  to  continue to
decrease since the majority of the finished lots for these  communities are
developed on land owned by the  Company.  The  retirement  and active adult
communities   are  generally   long-term   projects  and  require   greater
investments by the Company than are required for its affordable and move-up
home communities.  These communities  generally include more units than the
affordable  and  move-up  communities  and  generally  have more  extensive
amenities, including golf courses and clubhouses, which require substantial
capital  investment.  The increases in land  inventories  in 1999 from 1998
were primarily the result of increased activities, including an increase in
the Company's retirement and active adult community.


<PAGE> 19

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)
has 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. See Note 3 of Notes to Consolidated  Condensed Financial
Statements.

In February  1999,  the Company sold $125 million  principal  amount of its
8.875% senior  subordinated  notes due 2009 ("the 2009 Senior  Subordinated
Notes")  for the  purpose  of raising  funds to repay  part of the  balance
outstanding under the Credit Facility and for general  corporate  purposes.
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 three month  periods  ended
March 31, 1999 and 1998 is summarized below (dollars in thousands):
<TABLE>
<CAPTION>

                                                    1999            1998
                                                  ---------       ---------
          Net cash provided (used) by:
<S>                                               <C>             <C>      
            Operating activities                  $(53,695)       $(47,951)
            Investing activities                    (3,162)         (5,058)
            Financing activities                    55,961          51,489
                                                  --------        --------
          Net decrease in cash                    $   (896)       $ (1,520)
                                                  ========        ========
</TABLE>

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 1999 used more cash than 1998
primarily  due to an  increase in land asset  activities  and the timing of
payments related to these activities.

Cash  flow  from  housing  financing  activities  for  1999  provided  cash
reflecting the sale of the Company's 2009 Senior  Subordinated Notes offset
by the repayment of amounts  outstanding  under the Credit  Facility.  Cash
flow from housing  financing  activities for 1998 provided cash  reflecting
the sale of the  Company's  7.75% senior notes due 2005 offset by purchases
of the  Company's  9.75% senior notes due 2003 and the repayment of amounts
outstanding under the Credit Facility.


<PAGE> 20

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  activities.  As loan  originations by Mortgage are primarily from
homes sold 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 the
volume  of  Mortgage's  loan  originations  and the  timing  of the sale of
mortgage loans and related servicing rights to third party investors. Loans
and servicing  rights are generally sold to investors  within 30 days after
homes are  delivered.  In this regard,  cash flow from  financial  services
operating activities for 1999 provided more cash compared to 1998 primarily
due to  increased  profitability  and the  timing of  payments  related  to
Mortgage's origination activities.

The Company  finances its  financial  services  operations  primarily  from
short-term debt which is repaid with internally  generated  funds,  such as
from the  origination  and sale of  residential  mortgage loans and related
servicing   rights.  As  more  fully  discussed  in  Note  3  of  Notes  to
Consolidated  Condensed Financial Statements,  the short-term debt consists
of an $80 million  secured  revolving line of credit (the "Mortgage  Credit
Facility")  which  matures on August 31, 1999.  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 does not guarantee any of its financial services  subsidiaries'
debt,  except with respect to an unsecured credit agreement of a subsidiary
of  Mortgage.  See  Note 3 of  Notes to  Consolidated  Condensed  Financial
Statements.

The Company  believes  that  internally  generated  funds and the  Mortgage
Credit  Facility  will be  sufficient  to provide  for  Mortgage's  working
capital needs.

Other

Year 2000 Issue

Many computer  systems in use today were  designed and developed  using two
digits,  rather than four, to specify the year.  As a result,  such systems
will  recognize  the year 2000 as the year  1900.  This  could  cause  many
computer applications to fail completely or create erroneous results unless
corrective measures are taken.


<PAGE> 21

The Company's  year 2000  remediation  program has been in place since 1995
and the costs of the program,  which have not been  significant,  have been
expensed as incurred.  The Company does not expect the  remaining  costs of
the  program  to  have a  material  effect  on  the  Company's  results  of
operations.  A committee has been  appointed to oversee the Company's  year
2000  efforts and to keep Company  management  and the  Company's  Board of
Directors informed of these efforts.

The Company utilizes  proprietary  integrated computer systems that provide
its  administrative  and  operating  groups  the  financial  and  operating
information  needed to support  current  operations and future growth.  The
Company  implemented  a  program  in 1995 to  identify  and  remediate  the
computer  systems  that would be  affected  by the year 2000 issue and,  in
1998, expanded the program to include other operating systems and equipment
affected by the two digit date field.

All of the Company's major computer systems, including its mortgage banking
operations' systems, are year 2000 compliant.  The Company is testing these
systems, as well as other operating systems and equipment,  and the Company
believes these systems and equipment will remain compliant.  The Company is
currently  evaluating  all  major  supplier/contractor   relationships  and
believes there are no significant  risks  associated  with year 2000 issues
impacting  its  operations.  The  Company is also  assessing  the year 2000
issues  with  other  third-parties  on which it relies,  including  banking
institutions, title companies and government agencies and has been informed
by its primary banking institution, its primary title company and two major
government agencies  (Government  National Mortgage Association and Federal
National  Mortgage  Association)  that they are year 2000 compliant.  While
other  third-parties have informed the Company they are year 2000 compliant
and others have stated they will be compliant by the end of 1999, there can
be no  assurance  that the  systems of  third-parties  on which the Company
relies  will be  compliant  in a timely  manner.  Since the Company has not
completed its assessment of significant third parties on whom it relies, it
does not currently  have adequate  information  to assess the risk of these
entities not being able to provide  goods and  services to the Company.  As
information is received and evaluated,  the Company will determine  whether
contingency  plans are  necessary.  Should  one or more of the  significant
third parties fail to achieve year 2000 compliance,  the Company's business
and its results of operations could be adversely affected.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk


The  information  included  under  Item 7A.  Quantitative  and  Qualitative
Disclosures  About Market Risks in the Company's Annual Report on Form 10-K
for the fiscal  year ended  December  31,  1998 is  incorporated  herein by
reference.

Other  than the use of  proceeds  from the  sale in  February  1999 of $125
million  principal  amount of its 2009 Senior  Subordinated  Notes to repay
part of the balance outstanding under the Credit Facility,  there have been
no material  changes in the  Company's  market risk during the three months
ended March 31, 1999.
<PAGE> 22

PART II.  OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

        The  indenture  relating  to the  2009  Senior  Subordinated  Notes
        contains  numerous   covenants,   including  a  limitation  on  the
        declaration  of  dividends  to  holders  of its  equity  securities
        (including those  registered  under the Securities  Exchange Act of
        1934 or the  Securities  Act of  1933)  or the  repurchase  of such
        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-month periods ended March 31, 1999 and 1998:
<TABLE>
<CAPTION>

            States                   New Orders      Deliveries      Backlog
       -----------------            ------------    ------------   -----------
                                    1999    1998    1999    1998   1999   1998
                                   -----   -----   -----   -----  -----  -----
<S>                                  <C>     <C>     <C>     <C>    <C>    <C>
       Arizona                       365     403     293     219    665    502
       California                    240     302     244     126    417    401
       Colorado                      569     584     267     346    901    824
       Florida                       787   1,077     524     606  1,595  1,797
       Maryland/Virginia             197     191     125      71    260    224
       Minnesota                     218     149     112      92    306    231
       Nevada                         64     127      69      72    102    163
       New Jersey                    103     167     116     112    125    215
       Ohio/Indiana (2)               24      52      23      23     50     61
       Texas                         395     444     319     232    754    614
                                   -----   -----   -----   -----  -----  -----
                                   2,962   3,496   2,092   1,899  5,175  5,032
       Joint venture activity (1)     71      -        3      -     135     -
                                   -----   -----   -----   -----  -----  -----
                                   3,033   3,496   2,095   1,899  5,310  5,032
                                   =====   =====   =====   =====  =====  =====
</TABLE>

         (1)     Includes  unit  data for two 50%  owned  retirement  joint
                 ventures in Michigan  and North  Carolina of 20 new orders
                 and 55  backlog  and a 50%  owned  affordable  home  joint
                 venture in Texas of 51 new orders, three deliveries and 80
                 backlog.

         (2)     In 1997,  the Company made the decision to discontinue its
                 Indiana operations.
<PAGE> 23

     Cautionary Disclosure Regarding Forward-Looking Statements -

         The Company  includes  this  disclosure  to take  advantage of the
         "safe  harbor"  provisions  of the Private  Securities  Litigation
         Reform Act of 1995.

         Certain  statements  contained  herein,  in  the  Company's  press
         releases,   oral   communications   and  other  filings  with  the
         Securities  and  Exchange   Commission  include   "forward-looking
         statements"  within the meaning of section  27A of the  Securities
         Act of 1933 and  section  21E of the  Securities  Exchange  Act of
         1934.  Forward-looking  statements may be identified by the use of
         words  like  "believes,"   "intends,"  "expects,"  "may,"  "will,"
         "should" or  "anticipates,"  or the negative  equivalents of those
         words or comparable terminology,  and by discussions of strategies
         that involve risks and uncertainties.

         Given the risks,  uncertainties and contingencies of the Company's
         business,   actual  results  may  differ   materially  from  those
         expressed or implied by forward-looking  statements.  In addition,
         the Company bases forward-looking  statements on assumptions about
         future  events  which  may not prove to be  accurate.  In light of
         these  risks,  uncertainties,  and  assumptions,   forward-looking
         events described herein, in the Company's press releases,  in oral
         communication  and  in  other  filings  with  the  Securities  and
         Exchange Commission may not occur.

         Forward-looking  statements  by the Company  regarding  results of
         operations   and   financial   condition  are  subject  to  risks,
         uncertainties and assumptions, including the following:

              General  economic  and  business  conditions,  the  level and
              direction  of  interest  rates  and  the  level  of  consumer
              confidence  have a significant  impact on the willingness and
              ability of purchasers  to enter into  contracts for homes and
              to consummate purchases of homes under contract as well as on
              the   performance  of  Mortgage,   the  Company's   principal
              subsidiary.

              The  development  of  many  of  the  Company's   communities,
              particularly    its    retirement,     active    adult    and
              intergenerational   communities,   results  from  a  lengthy,
              complex series of events involving land purchase,  regulatory
              compliance,  capital  availability,  and marketing and sales,
              any of which can materially  affect the financial results for
              a community.

              The  Company  is  in  a  highly  competitive  and  fragmented
              industry.  This places  constant  pressure  on the  Company's
              pricing  (including  the  Company's  ability  to  respond  to
              increases  in  prices  from  its   suppliers),   quality  and
              marketing and  particularly  challenges  the Company upon its
              entry into new geographic markets.
<PAGE> 24

              The  Company  faces  numerous   regulatory   hurdles  in  its
              development efforts,  such as laws and regulations  regarding
              zoning,   environmental   protection,   building  design  and
              construction, density and rate of development.

              The  Company's  access  to  capital  sufficient  to fund  its
              activities  is affected by the  Company's  high level of debt
              and by the  willingness  of the capital  markets and banks to
              absorb equity or debt offerings.

              The  Company's  Year  2000  compliance  is  affected  by  the
              compliance  of  its   supplier/contractors  and  other  third
              parties  on which it relies  over  which it has  little or no
              control.

              The  Company may  encounter  other  contingencies,  including
              labor   shortages,   work   stoppages,   product   liability,
              litigation,  natural risks  (including  floods or hurricanes)
              and other  factors  over which the  Company  has little or no
              control.

         The  Company  cannot  assure  that its future  results,  levels of
         activity and  achievements  will occur as it expects,  and neither
         the Company nor any other person  assumes  responsibility  for the
         accuracy and completeness of its forward-looking  statements.  The
         Company has no obligation to update or revise any  forward-looking
         statement,  whether as a result of new information,  future events
         or otherwise.



<PAGE> 25

Item 6. Exhibits and Reports on Form 8-K

  (a)   Exhibits

         Exhibit  10.1  -  Senior Subordinated  Indenture,  dated as of
                           February  19, 1999, by and between U.S. Home
                           Corporation  and  IBJ  Whitehall Bank & Trust
                           Company, as  trustee, relating to  U.S. Home
                           Corporation's  8.875%   Senior  Subordinated
                           Notes due 2009.

         Exhibit  10.2  -  Officer's Certificate establishing  the form
                           and terms of the 8.875% Senior  Subordinated
                           Notes due 2009.

         Exhibit  27    -  Financial Data Schedule

  (b)   Reports on Form 8-K

             On February 17, 1999, under Item 5 "Other Events" of Form 8-K,
             the Company filed a Current  Report on Form 8-K which included
             documents  attached as exhibits  relating to the  offering and
             sale of its 8.875%  senior  subordinated  notes due 2009 in an
             aggregate   amount  of   $125,000,000   under  the   Company's
             Registration  Statement on Form S-3 (File No.  333-31457)  and
             certain  amendments  to amended and  restated  employment  and
             consulting agreements.

        No  other  Current  Reports  on Form 8-K was  filed by the  Company
        during January, February or March 1999.


<PAGE> 26



                                 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:   May 11, 1999                     /s/ Isaac Heimbinder        
                                         -------------------------------------
                                         Isaac Heimbinder
                                         President, Co-Chief Executive Officer
                                         and Chief Operating Officer



Date:   May 11, 1999                     /s/ Chester P. Sadowski              
                                         -------------------------------------
                                         Chester P. Sadowski
                                         Senior Vice President Controller
                                         and Chief Accounting Officer



<PAGE> 27




                             INDEX OF EXHIBITS


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


10.1     Senior  Subordinated  Indenture,  dated
         as of February 19, 1999,  by and between
         U.S.  Home  Corporation  and IBJ Whitehall
         Bank & Trust  Company,  as  trustee,
         relating to U.S. Home Corporation's 8.875%
         Senior Subordinated Notes due 2009.                            28

10.2     Officers Certificate establishing the form
         and terms of the 8.875% Senior
         Subordinated Notes due 2009.                                  129

27       Financial Data Schedule                                       144