<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 June 30, 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 July 31, 1999
Common stock, $.01 par value                        13,410,288 shares
<PAGE> 2

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

                                   INDEX
                                   -----

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

            Item 1.   Financial Statements

                      Consolidated Condensed Balance Sheets--
                      June 30, 1999 and December 31, 1998                 3

                      Consolidated Condensed Statements of Operations--
                      Three and Six Months Ended June 30, 1999 and 1998   5

                      Consolidated Condensed Statements of Cash
                      Flows--Six Months Ended June 30, 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      15

            Item 3.   Quantitative and Qualitative Disclosures About
                      Market Risk                                        21

Part II.    Other Information

            Item 4.   Submission of Matters to a Vote of Security
                      Holders                                            22

            Item 5.   Other Information                                  23

            Item 6.   Exhibits and Reports on Form 8-K                   24

<PAGE> 3

PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements

<TABLE>
<CAPTION>

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


                                   ASSETS

                                                   June 30,      December 31,
                                                     1999            1998
                                                  ----------     ------------
                                                    (Unaudited)
HOUSING:
<S>                                               <C>            <C>
  Cash (including restricted funds) .........     $    5,771     $    8,172
  Receivables, net ..........................         77,176         60,510
  Single-Family Housing Inventories .........      1,168,892        986,878
  Option Deposits on Real Estate ............         93,815        103,451
  Other Assets ..............................         75,422         59,636
                                                  ----------     ----------
                                                   1,421,076      1,218,647
                                                  ----------     ----------

FINANCIAL SERVICES:
  Cash (including restricted funds) .........          5,967          5,660
  Residential Mortgage Loans ................         89,614         82,479
  Other Assets ..............................         18,599          8,987
                                                  ----------     ----------
                                                     114,180         97,126
                                                  ----------     ----------

CORPORATE:
  Cash and Other Assets .....................         46,199         37,203
                                                  ----------     ----------
                                                  $1,581,455     $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>
                                                   June 30,       December 31,
                                                     1999           1998
                                                 ------------     ------------
                                                 (Unaudited)
CORPORATE AND HOUSING:
<S>                                              <C>             <C>
  Accounts Payable ...........................   $    132,028    $    129,200
  Accrued Expenses and Other Current
    Liabilities ..............................        110,597          89,156
  Revolving Credit Facility ..................        166,000         130,000
  Long-Term Debt .............................        552,209         424,980
                                                 ------------    ------------
                                                      960,834         773,336
                                                 ------------    ------------
FINANCIAL SERVICES:
  Accrued Expenses and Other Current
    Liabilities ..............................         42,940          32,287
  Revolving Credit Facilities ................         37,793          33,112
                                                 ------------    ------------
                                                       80,733          65,399
                                                 ------------    ------------

    Total Liabilities ........................      1,041,567         838,735
                                                 ------------    ------------

STOCKHOLDERS' EQUITY:
  Common  Stock, $ .01 par  value,
    authorized 50,000,000  shares,
    outstanding  13,410,288 shares
    at June 30, 1999 and 13,501,630
    shares at December 31, 1998 ..............            137             137
  Capital In Excess of Par Value .............        403,467         402,754
  Retained Earnings ..........................        150,109         118,061
  Unearned Compensation on Restricted
    Stock ....................................         (5,149)         (1,475)
                                                 ------------    ------------
                                                      548,564         519,477
  Less Treasury Stock, at cost, 266,342 shares
    at June 30, 1999 and 175,000 shares at
    December 31, 1998 ........................         (8,676)         (5,236)
                                                 ------------    ------------

    Total Stockholders' Equity ...............        539,888         514,241
                                                 ------------    ------------
                                                 $  1,581,455    $  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        Six Months Ended
                                                      June 30,                June 30,
                                              ----------------------    ---------------------
                                                1999        1998           1999       1998
                                              ----------   ---------    ---------   ---------
HOUSING:
<S>                                            <C>         <C>          <C>         <C>
  Operating Revenues .......................   $ 450,113   $ 359,383    $ 842,450   $ 686,826
                                               ---------   ---------    ---------   ---------
  Operating Costs and Expenses -
    Cost of products sold ..................     366,606     293,279      686,767     558,124
    Selling, general and administrative ....      44,603      34,540       82,756      67,845
    Interest ...............................      11,715      10,172       22,219      19,348
                                               ---------   ---------    ---------   ---------
                                                 422,924     337,991      791,742     645,317
                                               ---------   ---------    ---------   ---------
  Housing Operating Income .................      27,189      21,392       50,708      41,509
                                               ---------   ---------    ---------   ---------
FINANCIAL SERVICES:
  Operating Revenues .......................       9,786       8,124       18,097      15,226
  General, Administrative and Other Expenses       5,398       5,048       10,362       9,750
                                               ---------   ---------    ---------   ---------
  Financial Services Operating Income ......       4,388       3,076        7,735       5,476
                                               ---------   ---------    ---------   ---------
CORPORATE GENERAL AND ADMINISTRATIVE .......       3,562       3,141        7,166       6,475
                                               ---------   ---------    ---------   ---------
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY
  LOSS .....................................      28,015      21,327       51,277      40,510
                                               ---------   ---------    ---------   ---------
PROVISION FOR INCOME TAXES:
  Federal and State Income Taxes ...........      10,506       7,891       19,229      14,989
  Tax Benefit ..............................        --          --           --        (7,474)
                                               ---------   ---------    ---------   ---------
                                                  10,506       7,891       19,229       7,515
                                               ---------   ---------    ---------   ---------
INCOME BEFORE EXTRAORDINARY LOSS ...........      17,509      13,436       32,048      32,995

EXTRAORDINARY LOSS FROM EARLY RETIREMENT OF
  DEBT, NET OF INCOME TAX BENEFIT ..........        --         1,496         --         3,026
                                               ---------   ---------    ---------   ---------
NET INCOME .................................   $  17,509   $  11,940    $  32,048   $  29,969
                                               =========   =========    =========   =========
Basic Earnings Per Share:
  Income Before Extraordinary Loss .........   $    1.31   $    1.11    $    2.40   $    2.76
  Extraordinary loss .......................   $    --     $    (.12)   $    --     $    (.25)
  Net income ...............................   $    1.31   $     .99    $    2.40   $    2.51
Diluted Earnings Per Share:
  Income Before Extraordinary Loss .........   $    1.28   $    1.01    $    2.33   $    2.49
  Extraordinary Loss .......................   $    --     $    (.11)   $    --     $    (.23)
  Net Income ...............................   $    1.28   $     .90    $    2.33   $    2.26
</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>
                                                     Six Months Ended
                                                         June 30,
                                                  ------------------------
                                                     1999         1998
                                                   ---------    ---------
<S>                                                <C>          <C>
Net Cash Flows From Operating Activities .......   $(108,845)   $(106,833)
                                                   ---------    ---------

Net Cash Flows From Investing Activities:
  Decrease (increase) in restricted cash .......       1,315       (2,190)
  Principal collections on investments in
    mortgage loans .............................         248        2,030
  Purchase of property, plant and equipment,
    net of disposals ...........................      (5,237)      (4,166)
  Other ........................................        (147)        (739)
                                                   ---------    ---------
  Net cash used by investing activities ........      (3,821)      (5,065)
                                                   ---------    ---------

Net Cash Flows From Financing Activities:
  Proceeds from revolving credit facilities,
    net of repayments ..........................      40,681       65,689
  Net proceeds from sale of senior notes and
    senior subordinated notes ..................     122,113       98,237
  Repayment of notes and mortgage notes payable      (41,376)      (1,897)
  Repurchase of common stock ...................      (7,420)        --
  Purchase of senior notes .....................        --        (82,980)
  Net proceeds from exercise of Class B warrants        --         36,748
  Other ........................................          22          538
                                                   ---------    ---------
  Net cash provided by financing activities ....     114,020      116,335
                                                   ---------    ---------
Net Increase in Cash ...........................       1,354        4,437
Cash At Beginning of Period ....................       7,285        6,466
                                                   ---------    ---------
Cash At End of Period ..........................   $   8,639    $  10,903
                                                   =========    =========

Supplemental Disclosure:
  Interest paid, before amount capitalized -
    Housing ....................................   $  23,979    $  18,285
    Financial Services .........................         540          815
                                                   ---------    ---------
                                                   $  24,519    $  19,100
                                                   =========    =========
  Income taxes paid ............................   $  13,527    $  14,002
                                                   =========    =========
</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
                               June 30, 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 June 30, 1999 and
         December 31, 1998 and its results of operations  for the three and
         six month  periods ended June 30, 1999 and 1998 and cash flows for
         the six month periods ended June 30, 1999 and 1998.

         Because of the  seasonal  nature of the  Company's  business,  the
         results of  operations  for the three and six month  periods ended
         June  30,  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 98% of consolidated  revenues in the
         three  and  six  month  periods  ended  June  30,  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  for 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 and six
         month periods ended June 30, 1999 and 1998.

(2)   INVENTORIES

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

                                                   June 30,      December 31,
                                                      1999           1998
                                                   -----------   ------------
<S>                                                 <C>          <C>
         Housing completed and under construction   $  437,151   $  382,080
         Models .................................       96,749       90,676
         Finished lots ..........................      176,066      132,567
         Land under development .................      140,989      133,791
         Land held for development or sale ......      317,937      247,764
                                                    ----------   ----------
                                                    $1,168,892   $  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>

                                                      June 30,  December 31,
                                                        1999        1998
                                                      --------  ------------
<S>                                                   <C>        <C>
         Revolving credit facility ...............    $166,000   $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 .............      99,792     99,773
         8.88% Senior subordinated notes due 2007      125,000    125,000
         8.875% Senior subordinated notes due 2009     124,025       --
         Notes and mortgage notes payable ........      28,392     25,207
                                                      --------   --------
                                                       552,209    424,980
                                                      --------   --------
                                                      $718,209   $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 in the Credit  Facility),  including  amounts  outstanding
         under  the  Credit  Facility;  as the  amount  invested  in  these
         categories  changes,  the  amount  of  available  borrowings  will
         increase or  decrease.  At June 30,  1999,  $119,151 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, 2002, 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,

<PAGE> 10

         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  Facility)  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 June 30, 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"). The net proceeds were used
         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.

         In June 1998, the Company redeemed $43,109 principal amount of its
         9.75% senior  notes due 2003 (the "2003 Senior  Notes") and in the
         first  quarter  of 1998,  the  Company  purchased  in open  market
         transactions  $36,594  principal  amount of the 2003 Senior Notes.
         The early  retirement  of the 2003  Senior  Notes  resulted  in an
         extraordinary  loss of $1,496,  net of income tax benefit of $878,
         in the three month period ended June 30, 1998 and an extraordinary
         loss of  $3,026,  net of income  tax  benefit of $1,777 in the six
         month period ended June 30, 1998.
<PAGE> 11

         Financial Services -

         The financial services credit facilities consist of the following:
<TABLE>
<CAPTION>

                                                June 30,        December 31,
                                                  1999             1998
                                               ----------       -------------
<S>                                            <C>              <C>
          Mortgage Credit Facility             $   33,093       $     33,112
          Subsidiary Credit Agreement               4,700               -
                                               ----------       ------------
                                               $   37,793       $     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.  The  Mortgage
         Credit  Facility has been in place since 1992, has been renewed on
         various  terms and  conditions  on an annual basis and the Company
         expects it to be extended or replaced by a credit facility similar
         to its  present  terms and  conditions.  However,  there can be no
         assurance  that the Mortgage  Credit  Facility will be extended or
         replaced.

         In March 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 ruling, 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  six-month
         period  ended June 30,  1998 by $.63 per share and $.56 per share,
         respectively.
<PAGE> 12
(5)      INTEREST

         A summary of housing  interest for the three and six month periods
         ended June 30, 1999 and 1998 follows:
<TABLE>
<CAPTION>
                                                           Three Month Period
                                                          -------------------
                                                             1999      1998
                                                          ---------  --------
<S>                                                      <C>         <C>
         Capitalized at beginning of period              $  71,240   $ 64,728
         Capitalized                                        15,307     11,619
         Previously capitalized interest included in
           interest expense                                (11,715)   (10,172)
         Other                                               1,384        (20)
                                                         ---------   --------
         Capitalized at end of period                    $  76,216   $ 66,155
                                                         =========   ========
</TABLE>

<TABLE>
<CAPTION>

                                                           Six Month Period
                                                         --------------------
                                                            1999       1998
                                                         ---------   --------
<S>                                                      <C>         <C>
         Capitalized at beginning of period              $  68,750   $ 62,950
         Capitalized                                        28,292     22,580
         Previously capitalized interest included in
           interest expense                                (22,219)   (19,348)
         Other                                               1,393        (27)
                                                         ---------   --------
         Capitalized at end of period                    $  76,216   $ 66,155
                                                         =========   ========
</TABLE>

         Financial  services  interest  expense for the three and six month
         periods  ended  June 30,  1999 and  1998,  which  is  included  in
         "General,  Administrative  and Other Expenses" in the accompanying
         consolidated condensed statements of operations follows:
<TABLE>
<CAPTION>

                                                           1999        1998
                                                         ---------   -------
<S>                                                      <C>         <C>
         Three month period                              $   359     $   426
         Six month period                                $   559     $   837

</TABLE>
<PAGE> 13
(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 and six month periods ended June 30, 1999 and 1998:
<TABLE>
<CAPTION>

         Three Month Period                            1999          1998
                                                   ------------   ------------
<S>                                                <C>            <C>
         Basic earnings per share:
           Income before extraordinary loss ...... $     17,509  $     13,436
           Extraordinary loss ....................         --           1,496
                                                   ------------  ------------
           Net income ...........................  $     17,509  $     11,940
                                                   ============  ============

           Weighted average number of common
             shares                                  13,387,208    12,053,537
                                                   ============  ============

           Earnings per share -
             Income before extraordinary loss .... $       1.31  $       1.11
             Extraordinary loss .................. $       --    $       (.12)
             Net income .......................... $       1.31  $        .99

         Diluted earnings per share:
           Income before extraordinary loss ...... $     17,509  $     13,436
           Extraordinary loss ....................         --           1,496
                                                   ------------  ------------
           Net income, assuming dilution ......... $     17,509  $     11,940
                                                   ============  ============

           Weighted average number of common
             shares                                  13,387,208    12,053,537
           Incremental shares from assumed
             conversions -
             Contingent common shares ............       28,307         8,881
             Stock options .......................      301,732       420,049
             Class B warrants ....................         --         853,012
                                                   ------------  ------------
           Adjusted weighted average number of
             common shares .......................   13,717,247    13,335,479
                                                   ============  ============

           Earnings per share -
             Income before extraordinary loss .... $       1.28  $       1.01
            Extraordinary loss ................... $       --    $       (.11)
            Net income ........................... $       1.28  $        .90
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
         Six Month Period                              1999           1998
                                                   ------------  ------------
         Basic earnings per share:
<S>                                                <C>           <C>
           Income before extraordinary loss .....  $     32,048  $     32,995
           Extraordinary loss ...................          --           3,026
                                                   ------------  ------------
           Net income ...........................  $     32,048  $     29,969
                                                   ============  ============

         Weighted average number of common shares    13,366,381    11,929,703
                                                   ============  ============

         Earnings per share -
           Income before extraordinary loss .....  $       2.40  $       2.76
           Extraordinary loss ...................  $       --    $       (.25)
           Net income ...........................  $       2.40  $       2.51

         Diluted earnings per share:
           Income before extraordinary loss .....  $     32,048  $     32,995
           Extraordinary loss ...................          --           3,026
                                                   ------------  ------------
         Net income, assuming dilution ..........  $     32,048  $     29,969
                                                   ============  ============

         Weighted average number of common shares    13,366,381    11,929,703
         Incremental shares from assumed
           conversions -
           Contingent common shares .............        67,927        10,181
           Stock options ........................       310,053       421,184
           Class B warrants .....................          --         907,045
                                                   ------------  ------------
         Adjusted weighted average number of
           common shares ........................    13,744,361    13,268,113
                                                   ============  ============

         Earnings per share -
           Income before extraordinary loss .....  $       2.33  $       2.49
           Extraordinary loss ...................  $       --    $       (.23)
           Net income ...........................  $       2.33  $       2.26
</TABLE>

(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 six
         month period ending June 30, 1999, the Company repurchased 213,400
         shares of common stock for an aggregate  purchase price of $7,420.
         The cost of the repurchased  shares has been included in "Treasury
         Stock" in the accompanying consolidated condensed balance sheets.
<PAGE> 15

         Also   during  the  six month period ended June 30, 1999, 122,058
         shares   of   treasury  stock  were reissued under several of the
         Company's stock plans.  When  the treasury  shares were reissued,
         any differences between the repurchase and reissuance prices were
         either charged or credited to "Capital in Excess of Par Value" in
         the accompanying consolidated condensed balance sheets.


(8)      Restricted Stock Plan

         In April  1999,  the  Company  issued  to  officers  and other key
         employees  105,000  restricted  shares of its treasury stock under
         the Company's 1998 Key Employee Restricted Stock Plan ("Restricted
         Stock Plan").  The market value of the shares issued  ($4,175) has
         been charged to stockholders' equity as "Unearned  Compensation on
         Restricted  Stock" and is being amortized to expense over the term
         of the Restricted Stock Plan.


<PAGE> 16

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      Six Months Ended
                                     June 30,                 June 30,
                               ----------------------   ----------------------
                                   1999       1998         1999        1998
                                ----------   --------   ----------  ----------
Revenues -
<S>                             <C>          <C>        <C>          <C>
   Single-family homes          $  439,770   $354,921   $  828,007   $679,231
   Land and other                   10,343      4,462       14,443      7,595
                                ----------   --------   ----------   --------
     Total                      $  450,113   $359,383   $  842,450   $686,826
                                ==========   ========   ==========   ========

Single-family homes -
   Gross margin amount          $   79,838   $ 64,906   $  150,180   $126,106
   Gross margin percentage            18.2%      18.3%        18.1%      18.6%
   Units delivered                   2,367      2,053        4,462      3,952
   Average sales price          $  188,300   $172,900   $  187,000   $171,900
   New orders taken                  2,710      2,311        5,743      5,807
   Backlog at end of period:
     Aggregate sales amount                             $1,181,308   $962,742
     Units                                                   5,775      5,290
Selling, general and
   administrative expenses as
   a percentage of housing
   revenues                            9.9%       9.6%         9.8%       9.9%

Interest -
   Paid or accrued              $   15,307   $ 11,619   $   28,292   $ 22,580
   Percentage capitalized            100.0%     100.0%       100.0%     100.0%
   Previously capitalized
     interest included in
     interest expense           $   11,715   $ 10,172   $   22,219   $ 19,348
   Percentage of housing
      revenues                         2.6%       2.8%         2.6%       2.8%
</TABLE>
<PAGE> 17

Revenues and Sales -

Revenues  from  sales of  single-family  homes  for the three and six month
periods ended June 30, 1999 increased 24% and 22% compared to the three and
six month periods ended June 30, 1998.  The  increases  resulted  primarily
from 15% and 13% increases in the number of housing units  delivered and 9%
increases in both periods 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 June 30, 1999  increased
17%  compared to the same period in 1998 while new orders taken for the six
month period ended June 30, 1999 were  approximately the same when compared
to the same period in 1998.  The increase in new orders taken for the three
month period ended June 30, 1999,  was  primarily  due to both an increased
availability  of  finished  lots  in  a  number  of  communities  in  which
development  had been  delayed  in the last  quarter  of 1998 and the first
quarter  of 1999 as well as the  commencement  of sales in new  communities
opened in the second  quarter of 1999.  New orders  taken in the six months
ended June 30, 1999 were  impacted by a decrease in new orders in the first
quarter of 1999 which 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.

Gross Margins -

The single-family  homes gross margin percentage for the three month period
ended  June  30,  1999  was  approximately  the  same as the  gross  margin
percentage  for the same period in 1998 while the gross  margin  percentage
for the six month  period  ended June 30,  1999  declined  50 basis  points
compared to the same period in 1998.  The  decrease  was  primarily  due to
increased costs resulting from  construction  and land  development  delays
caused by a tight labor market.

Backlog -

The aggregate dollar amount of sales backlog at June 30, 1999 increased 23%
compared  to June 30,  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 June 30,  1999,  net of  cancellations,  are  expected to
result in revenues prior to June 30, 2000.


<PAGE> 18

Selling, General and Administrative Expenses -

Excluding  $.9  million of  non-recurring  legal  expenses  relating to the
settlement of litigation in the second  quarter of 1999,  selling,  general
and  administrative  expenses as a percentage  of housing  revenues for the
three and six month periods ended June 30, 1999 were essentially  unchanged
at 9.7% for both periods, compared to 9.6% and 9.9% for the same periods in
1998. Excluding the non-recurring legal expenses,  actual selling,  general
and administrative  expenses for the three and six month periods ended June
30, 1999 increased $9.1 million and $14.0 million when compared to the same
periods  in 1998.  These  increases  were  primarily  due to  increases  in
volume-related  expenses  ($3.2  million and $5.0 million for the three and
six month periods,  respectively)  resulting  from increased  deliveries in
1999 when compared to 1998 and increased payroll costs and marketing center
expenses resulting from increased activities.

Interest -

Interest paid or accrued for the three and six month periods ended June 30,
1999  increased  approximately  32% and 25% compared to the same periods in
1998.  These  increases  in 1999 were  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 and six month  periods  ended June 30,  1999  increased  15% for both
periods  compared  to the  same  periods  in  1998.  These  increases  were
attributable  primarily  to  increases  in  the  number  of  housing  units
delivered.

<PAGE> 19

                             Financial Services

Revenues -

Revenues for the financial  services segment for the periods indicated were
as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                          Three Months          Six Months
                                              Ended               Ended
                                             June 30,            June 30,
                                        -----------------    ----------------
                                         1999      1998        1999    1998
                                        -------   -------    -------  -------
<S>                                     <C>       <C>        <C>      <C>
U.S. Home Mortgage Corporation and
  Subsidiary                            $ 8,514   $ 7,107    $15,611  $13,186
Other financial services operations       1,272     1,017      2,486    2,040
                                        -------   -------    -------  -------
                                        $ 9,786   $ 8,124    $18,097  $15,226
                                        =======   =======    =======  =======
</TABLE>

The increase in U.S. Home Mortgage Corporation's  ("Mortgage") revenues for
the three and six month  period  ended June 30,  1999 when  compared to the
three and six month  period  ended June 30, 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.

Mortgage's  "capture  rate"  for  providing  financing  to  buyers of homes
delivered  by the Company  remained  substantially  constant at 83% for the
three and six month  periods  ended June 30,  1999  compared to 82% for the
same periods 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 .8% for both the three and six month  periods ended June 30,
1999 and .9% for both the three and six month  periods ended June 30, 1998.
Actual corporate general and administrative  expenses for the three and six
month  periods  ended June 30,  1999 were $3.6  million  and $7.2  million,
compared  to $3.1  million  and $6.5  million  for the  three and six month
periods ended June 30, 1998.


<PAGE> 20

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  $.56  per  share,
respectively.

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 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

<PAGE> 21

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 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)
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").  The  net  proceeds  were  used  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.

In April 1999,  the Company  acquired  Lundgren  Bros.  Construction,  Inc.
("Lundgren"),  a privately  held  homebuilder in the  Minneapolis/St.  Paul
area.  This  acquisition  was  consistent  with  the  Company's   strategic
objective  of  enhancing  its  leadership  position in each of its existing
markets through geographic and price point diversification. The acquisition
will   significantly   expand  the  Company's   product   offering  in  the
Minneapolis/St.  Paul area and Lundgren  will  continue to offer  customers
custom homes in neighborhoods developed for the more affluent homeowner.

The net cash  provided or used by the  operating,  investing  and financing
activities of the housing  operations  for the six month periods ended June
30, 1999 and 1998 is summarized below (dollars in thousands):
<TABLE>
<CAPTION>

                                              1999             1998
                                            ----------         ----------
          Net cash provided (used) by:
<S>                                         <C>                <C>
            Operating activities            $ (110,549)        $(118,911)
            Investing activities                (4,794)           (5,596)
            Financing activities               109,339           125,646
                                            ----------         ---------
          Net increase (decrease) in cash   $   (6,004)        $   1,139
                                            ==========         =========
</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 less cash than 1998
primarily  due  to  the  timing  of  payments   related  to  the  operating
activities.
<PAGE> 22

Cash  flow  from  housing  financing  activities  for 1999  provided  cash,
reflecting the sale of the Company's 2009 Senior  Subordinated  Notes,  and
net borrowings under the Credit Facility,  offset by the repayment of notes
and  mortgages.  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.

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 used more cash compared to 1998 primarily due
to an increase  in  advances  to a joint  venture in which the Company is a
joint  venture  partner (see Note 3) 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")  that has been in place  since  1992 and  matures  on August 31,
1999. The Company  expects the Mortgage  Credit  Facility to be extended or
replaced by a credit facility  similar to its present terms and conditions.
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.
<PAGE> 23

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.

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.

The Company  could be impacted by computer  system  failures at  government
agencies on which the Company is dependent for utilities,  zoning, building
permits and related items. In addition,  there could be isolated  instances
of subcontractors  experiencing  construction delays due to their inability
to secure building  materials on a timely basis.  However,  the most likely
worst-case scenario would include isolated instances of construction delays
caused by the Company's  inability to secure building  permits,  zoning and
utilities as well as closing  delays caused by the inability of the Company
to obtain certificates of occupancy or home buyers to obtain financing.
<PAGE> 24

The  Company  believes  that,  based upon its  assessment  of the year 2000
issue,  certain   subcontractors,   vendors  and  government  agencies  may
encounter  year 2000 issue  problems  that  impact the Company and that may
require  it to take  alternate  or  additional  steps.  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  six-months
ended June 30, 1999.



<PAGE> 25

PART II.  OTHER INFORMATION

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

         The annual  meeting of  stockholders  of the  Company  was held on
         April 21,  1999.  The  following  persons were  re-elected  to the
         Company's  Board of  Directors  to hold  office  until the  annual
         meeting  of  stockholders  in  2000  and  until  their  respective
         successors are duly elected and qualified:
<TABLE>
<CAPTION>

               Director                      In Favor              Withheld
         ---------------------             -----------------      ------------
<S>                                           <C>                    <C>
         Glen Adams                           8,029,422              46,206
         Steven L. Gerard                     8,030,234              45,394
         Kenneth J. Hanau, Jr.                8,029,340              46,288
         Isaac Heimbinder                     8,029,276              46,352
         Malcolm T. Hopkins                   8,029,252              46,376
         Charles A. McKee                     8,029,186              46,442
         George A. Poole, Jr.                 8,029,688              45,940
         Herve Repault                        8,029,484              46,144
         James W. Sight                       8,030,099              45,529
         Robert J. Strudler                   8,029,441              46,187
</TABLE>

         Additional  items voted upon by the Company's  stockholders at the
         meeting were as follows:

         (a)   the Company's 1998 Key Employees Restricted Stock Plan; and
         (b)   the  ratification  of the  appointment of Arthur Andersen
               LLP,  independent  public  accountants,  to  examine  the
               Company's financial statements for 1999.

         The votes of the  Company's  stockholders  on these  items were as
         follows:
<TABLE>
<CAPTION>

                                                                    Broker
         Item       In Favor           Opposed        Abstained     Non-Vote
         ----      ---------          ---------       ---------     --------
         <S>       <C>                <C>                <C>            <C>
         (a)       7,014,735          1,033,442          27,451         -
         (b)       8,047,464             17,668          10,496         -
</TABLE>
<PAGE> 26
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 six month periods ended June 30, 1999 and 1998:
<TABLE>
<CAPTION>
             States                New Orders      Deliveries
        ---------------------   ---------------  --------------
        Three Month Period -     1999      1998     1999   1998
                                ------    -----  ------  ------
<S>                                <C>     <C>      <C>     <C>
        Arizona                    371     312      358     261
        California                 157     262      207     168
        Colorado                   369     286      285     346
        Florida                    715     574      656     661
        Maryland/Virginia          206     128      153      78
        Minnesota                  228     146      220     105
        Nevada                      93      69       73      80
        New Jersey                  80     122       45      81
        Ohio/Indiana (3)            26      41       16      29
        Texas                      343     371      323     244
                                 -----   -----    -----   -----
                                 2,588   2,311    2,336   2,053
        Joint venture
           activity (1)            122      -        31       -
                                ------   -----    -----    ----
                                 2,710   2,311    2,367   2,053
                                ======   =====    =====   =====
</TABLE>
<TABLE>
<CAPTION>

             States                New Orders      Deliveries       Backlog
        -----------------       --------------   --------------   ------------
        Six Month Period -        1999    1998     1999    1998    1999   1998
                                 -----   -----    -----   -----   -----  -----
<S>                                <C>     <C>      <C>     <C>     <C>    <C>
        Arizona                    736     715      651     480     678    553
        California                 397     564      451     294     367    495
        Colorado                   938     870      552     692     985    764
        Florida                  1,502   1,651    1,180   1,267   1,654  1,710
        Maryland/Virginia          403     319      278     149     313    274
        Minnesota                  446     295      332     197     436    272
        Nevada                     157     196      142     152     122    152
        New Jersey                 183     289      161     193     160    256
        Ohio/Indiana (3)            50      93       39      52      60     73
        Texas                      738     815      642     476     774    741
                                ------   -----    -----   -----   -----  -----
                                 5,550   5,807    4,428   3,952   5,549  5,290
        Joint venture
           activity (2)            193      -        34      -      226     -
                                ------   -----    -----   -----   -----  -----
                                 5,743   5,807    4,462   3,952   5,775  5,290
                                ======   =====    =====   =====   =====  =====
</TABLE>
<PAGE> 27

       (1)       Includes  unit  data for two 50%  owned  retirement  joint
                 ventures in Michigan  and North  Carolina of 25 new orders
                 and 7  deliveries  and a 50% owned  affordable  home joint
                 venture in Texas of 97 new orders and 24 deliveries.

       (2)       Includes  unit  data for two 50%  owned  retirement  joint
                 ventures in Michigan and North  Carolina of 45 new orders,
                 7  deliveries  and 73 backlog  and a 50% owned  affordable
                 home  joint  venture  in  Texas  of  148  new  orders,  27
                 deliveries and 153 backlog.

       (3)       In 1997,  the Company made the decision to discontinue its
                 Indiana operations.

     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  "Item  5.  Other
         Information  -  Cautionary  Disclosure  Regarding  Forward-Looking
         Statements" in the Company's Quarterly Report on Form 10-Q for the
         quarterly  period ended March 31,  1999,  and the  disclosure  set
         forth under such caption is incorporated herein by reference.


Item 6.  Exhibits and Reports on Form 8-K

  (a)    Exhibits

         Exhibit  10.1 - Third Amended and Restated Credit Agreement, dated
                         as of May 28, 1999,  between U.S. Home Corporation
                         and The First National Bank of Chicago, as Agent

         Exhibit  27   - Financial Data Schedule

  (b)    Reports on Form 8-K

         No Current  Reports on Form 8-K were  filed by the  Company  during
         April, May or June 1999.


<PAGE> 28



                                 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:   August 13, 1999              /s/ Isaac Heimbinder
                                     ------------------------------------
                                     Isaac Heimbinder
                                     President, Co-Chief Executive Officer
                                     and Chief Operating Officer



Date:   August 13, 1999              /s/Chester P. Sadowski
                                     -------------------------------------
                                     Chester P. Sadowski
                                     Senior Vice President, Controller
                                     and Chief Accounting Officer



<PAGE> 29




                             INDEX OF EXHIBITS


                                                                   Sequential
Exhibit                                                             Numbered
Number                                                                 Page
----------                                                        ------------
10.1       Third Amended and Restated Credit Agreement, dated
           as of May 28, 1999, between U.S. Home Corporation
           and The First National Bank of Chicago, as Agent           30

27         Financial Data Schedule                                   178