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                                                                  EXHIBIT 3.2

                                                         


                           U.S. HOME CORPORATION

                         CERTIFICATE OF RETIREMENT

                      (Pursuant to Section 243 of the
             General Corporation Law of the State of Delaware)


                  U.S. Home Corporation, a corporation organized and existing
under   the   General   Corporation   Law   of   the   State of Delaware (the
"Corporation"),

                  DOES HEREBY CERTIFY:

                  FIRST:   That at a meeting of the  Board of Directors of
the Corporation  a  resolution  was duly adopted which  identified  shares
of the capital stock of the Corporation, which,  to the extent hereinafter
set forth, have the  status  of retired shares (the "Retired Shares").

                  SECOND:  As of June 30,  1996,  the Retired  Shares which
were converted into an equal number of shares of the  Corporation's  common
stock, $.01 par value per share, since the Corporation's previous filing of
a  Certificate  of  Retirement  with the Secretary of State of the State of
Delaware on September 14, 1995, are identified as being an aggregate of Two
Hundred  Nineteen  Thousand  Five  Hundred  Forty-One  (219,541)  shares of
Convertible Redeemable Preferred Stock, $0.10 par value per share.

                  THIRD:   That the Restated Certificate of Incorporation of
the  Corporation,  as filed on June 18, 1993 with the Secretary of State of
the State of Delaware, as amended (the "Restated  Certificate"),  prohibits
the reissue of the shares of Convertible Redeemable Preferred Stock when so
retired  and  provides  that such  shares will be restored to the status of
authorized  but  unissued  shares  of  preferred  stock of the  Corporation
without designation as to series; and pursuant to the provisions of Section
243 of the  General  Corporation  Law of the  State of  Delaware,  upon the
effective date of the filing of this Certificate,  it shall have the effect
of amending the Restated  Certificate so as to reduce the authorized number
of shares of the  Convertible  Redeemable  Preferred Stock to the extent of
Two Hundred  Nineteen  Thousand Five Hundred  Forty-One  (219,541)  shares,
being the total number of shares  retired  pursuant to this  Certificate of
Retirement.  As a  result  of  such  amendment,  the  aggregate  number  of
authorized but unissued  shares of Preferred Stock shall not be reduced and
the authorized number of shares of Convertible  Redeemable  Preferred Stock
shall be reduced to Two Hundred  Seven  Thousand Two Hundred Six  (207,206)
shares.

                  FOURTH:  The  capital  of  the  Corporation  shall not be
reduced by or in connection with the retirement of the shares of Convertible
Redeemable Preferred Stock.

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                  IN WITNESS  WHEREOF,  the  Corporation  has  caused  this
Certificate to be signed by Isaac Heimbinder,  its President, this 31st day
of July, 1996.



                          By: \s\ Isaac Heimbinder
                              ------------------------
                              ISAAC HEIMBINDER
                              President