<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, 1998

                                     OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE
    EXCHANGE ACT OF 1934

    For the transition period from _______________ to _________________.

                       Commission File Number 1-5899

                           U.S. HOME CORPORATION
           (Exact name of registrant as specified in its charter)

     Delaware                                              21-0718930
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

                 1800 West Loop South, Houston, Texas 77027
            (Address of principal executive offices) (Zip Code)

     Registrant's telephone number, including area code: (713) 877-2311

                               Not Applicable
            (Former name, former address and former fiscal year,
                       if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.   YES   X  NO

Indicate by check mark whether the registrant has  filed  all documents
and reports  required to  be  filed  by  Section 12, 13 or 15(d) of the
Securities  Exchange  Act of 1934  subsequent  to  the  distribution of
securities  under a plan confirmed by a court.              YES   X  NO

Indicate  the   number  of  shares  outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

            Class                         Outstanding at April 30, 1998
Common stock, $.01 par value                    11,842,203 shares
<PAGE> 2

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

                                   INDEX
                                   -----

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

            Item 1.  Financial Statements

                     Consolidated Condensed Balance
                     Sheets--March 31, 1998 and December 31, 1997         3

                     Consolidated Condensed Statements
                     of Operations--Three Months Ended
                     March 31, 1998 and 1997                              5

                     Consolidated Condensed Statements
                     of Cash Flows--Three Months Ended
                     March 31, 1998 and 1997                              6

                     Notes to Consolidated Condensed
                     Financial Statements                                 7

            Item 2.  Management's Discussion and Analysis of
                     Financial Condition and Results of
                     Operations                                          12

Part II.    Other Information

            Item 2.  Changes in Securities                               18

            Item 5.  Other Information                                   18

            Item 6.  Exhibits and Reports on Form 8-K                    19
<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)

<TABLE>
<CAPTION>
                                   ASSETS
                                   ------

                                                    March 31,     December 31,
                                                      1998            1997
                                                   -----------    ------------
                                                   (Unaudited)
<S>                                                  <C>            <C>       
HOUSING:
   Cash (including restricted funds) ........        $    8,968     $    6,270
   Receivables, net .........................            45,788         42,595
   Single-Family Housing Inventories ........           853,569        789,236
   Option Deposits on Real Estate ...........            87,490         90,155
   Other Assets .............................            63,973         54,006
                                                     ----------     ----------
                                                      1,059,788        982,262
                                                     ----------     ----------

FINANCIAL SERVICES:
   Cash (including restricted funds) ........             6,112          5,492
   Residential Mortgage Loans ...............            72,115         69,209
   Other Assets .............................             9,803         10,151
                                                     ----------     ----------
                                                         88,030         84,852
                                                     ----------     ----------

                                                     $1,147,818     $1,067,114
                                                     ==========     ==========

</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,
                                                    1998             1997
                                                -------------    -------------
                                                (Unaudited)
<S>                                               <C>            <C>         
HOUSING:
  Accounts Payable ........................       $     96,307   $     92,160
  Accrued Expenses and Other Current
    Liabilities ...........................             64,602         68,848
  Revolving Credit Facility ...............             21,000         29,000
  Long-Term Debt ..........................            463,220        395,918
                                                  ------------   ------------
                                                       645,129        585,926
                                                  ------------   ------------
FINANCIAL SERVICES:
  Accrued Expenses and Other Current
    Liabilities ...........................             28,153         21,067
  Revolving Credit Facility ...............             35,244         40,343
                                                  ------------   ------------
                                                        63,397         61,410
                                                  ------------   ------------
    Total Liabilities .....................            708,526        647,336
                                                  ------------   ------------

STOCKHOLDERS' EQUITY:
  Common  Stock, $.01 par  value,
    authorized 50,000,000  shares,
    outstanding 11,822,455 shares at
    March 31, 1998 and 11,762,518
    shares at December 31, 1997 ...........                119            119
  Capital In Excess of Par Value ..........            368,517        368,277
  Retained Earnings .......................             75,387         57,358
  Unearned Compensation on Restricted
    Stock .................................             (1,696)        (1,770)
                                                  ------------   ------------
                                                       442,327        423,984
  Less Treasury Stock, at cost, 115,160
    shares at March 31, 1998 and 157,743
    shares at December  31, 1997 ..........              3,035          4,206
                                                  ------------   ------------
    Total Stockholders' Equity ............            439,292        419,778
                                                  ------------   ------------
                                                  $  1,147,818   $  1,067,114
                                                  ============   ============
</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,
                                                    -----------------------
                                                      1998            1997
                                                    ---------     ---------
<S>                                                 <C>           <C>      
HOUSING:
  Operating Revenues ...........................    $ 327,443     $ 310,648
                                                    ---------     ---------
  Operating Costs and Expenses -
    Cost of products sold ......................      264,845       255,580
    Selling, general and administrative ........       33,305        29,687
    Interest ...................................        9,176         7,880
                                                    ---------     ---------
                                                      307,326       293,147
                                                    ---------     ---------
  Housing Operating Income .....................       20,117        17,501
                                                    ---------     ---------
FINANCIAL SERVICES:
  Operating Revenues ...........................        7,102         5,385
  General, Administrative and Other Expenses ...        4,702         3,875
                                                    ---------     ---------
  Financial Services Operating Income ..........        2,400         1,510
                                                    ---------     ---------
CORPORATE GENERAL AND ADMINISTRATIVE ...........        3,334         2,911
                                                    ---------     ---------
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY
  LOSS .........................................       19,183        16,100
                                                    ---------     ---------
PROVISION FOR INCOME TAXES:
  Federal and State Income Taxes ...............        7,098         5,957
  Tax Benefit ..................................       (7,474)         --
                                                    ---------     ---------
                                                         (376)        5,957
                                                    ---------     ---------
INCOME BEFORE EXTRAORDINARY LOSS ...............       19,559        10,143
EXTRAORDINARY LOSS FROM EARLY RETIREMENT
  OF DEBT, NET OF INCOME TAX BENEFIT OF
  $899 IN 1998 .................................        1,530          --
                                                    =========     =========
NET INCOME .....................................    $  18,029     $  10,143
                                                    =========     =========
BASIC EARNINGS PER SHARE:
  Income Before Extraordinary Loss .............    $    1.66     $     .88
  Extraordinary loss ...........................    $    (.13)    $    --
  Net income ...................................    $    1.53     $     .88
DILUTED EARNINGS PER SHARE:
  Income Before Extraordinary Loss .............    $    1.49     $     .75
  Extraordinary Loss ...........................    $    (.12)    $    --
  Net Income ...................................    $    1.37     $     .75
</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,
                                                         -------------------
                                                           1998         1997
                                                         ---------   --------
<S>                                                      <C>         <C>     
Net Cash Provided (Used) by Operating Activities ..      $(41,606)   $  5,419
                                                         --------    --------
Net Cash Flows From Investing Activities:
  Decrease (increase) in restricted cash ..........        (2,946)        209
  Principal collections on investments in
    mortgage loans ................................         1,396         761
  Purchase of property, plant and equipment,
    net of disposals ..............................        (2,208)       (643)
  Other ...........................................          (554)         10
                                                         --------    --------
  Net cash provided (used) by investing activities         (4,312)        337
                                                         --------    --------

Net Cash Flows From Financing Activities:
  Repayment of revolving credit facilities,
    net of proceeds ...............................       (13,099)      2,821
  Net proceeds from sale of senior notes ..........        98,237        --
  Purchase of senior notes ........................       (38,295)       --
  Repayment of notes and mortgage notes payable ...          (966)     (2,500)
  Other ...........................................           413         (98)
                                                         --------    --------
  Net cash provided by financing activities .......        46,290         223
                                                         --------    --------
Net Increase in Cash ..............................           372       5,979
Cash At Beginning of Period .......................         6,466       8,138
                                                         --------    --------
Cash At End of Period .............................      $  6,838    $ 14,117
                                                         ========    ========

Supplemental Disclosure:
  Interest paid, before amount capitalized -
    Housing .......................................      $ 14,350    $  4,319
    Financial Services ............................           369         336
                                                         --------    --------
                                                         $ 14,719    $  4,655
                                                         ========    ========
  Income taxes paid ...............................      $  3,359    $  4,557
                                                         ========    ========
</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, 1998
                               --------------
                           (Dollars in Thousands)
                                (Unaudited)


   (1)  PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

        The  accompanying   consolidated  condensed  balance  sheet  as  of
        December  31, 1997,  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, 1998 and
        December 31, 1997 and its results of operations  and cash flows for
        the three month periods ended March 31, 1998 and 1997.

        Because  of the  seasonal  nature of the  Company's  business,  the
        results of  operations  for the three month periods ended March 31,
        1998 and 1997 are not necessarily indicative of the results for the
        full year.



<PAGE> 8

   (2)  INVENTORIES

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

                                                     March 31,    December 31,
                                                       1998          1997
                                                    ----------    ------------
<S>                                                   <C>          <C>     
        Housing completed and under construction ..   $310,535     $302,258
        Models ....................................     85,819       83,943
        Finished lots .............................    143,784      138,747
        Land under development ....................     88,532       75,959
        Land held for development or sale .........    224,899      188,329
                                                      --------     --------
                                                      $853,569     $789,236
                                                      ========     ========
</TABLE>

   (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,
                                                         1998          1997
                                                      ----------  ------------
<S>                                                    <C>          <C>     
         Revolving credit facility ................    $ 21,000     $ 29,000
                                                       --------     --------

         7.95% Senior notes due 2001 ..............      75,000       75,000
         9.75% Senior notes due 2003 ..............      43,109       79,703
         8.25% Senior notes due 2004 ..............     100,000      100,000
         7.75% Senior notes due 2005 ..............      99,745         --
         8.88% Senior subordinated notes due 2007 .     125,000      125,000
         Notes and mortgage notes payable .........      20,366       16,215
                                                       --------     --------
                                                        463,220      395,918
                                                       --------     --------
                                                       $484,220     $424,918
                                                       ========     ========
</TABLE>


<PAGE> 9

        The Company has an unsecured revolving credit facility (the "Credit
        Facility") with a group of banks. The Credit Facility  provides for
        borrowings  of up to a maximum of $180,000,  of which up to $20,000
        may  be  used  for  letter  of  credit  obligations,  subject  to a
        borrowing base limitation. The amount available for borrowing under
        the Credit Facility is based on housing inventories, land, finished
        lots and closing  proceeds  receivable less the outstanding  senior
        debt borrowings (as defined),  including amounts  outstanding under
        the Credit  Facility;  as the amount  invested in these  categories
        changes,  the  amount of  available  borrowings  will  increase  or
        decrease.  At March  31,  1998,  $114,389  of the  Credit  Facility
        commitment was available for borrowing. Borrowings bear interest at
        a premium over the London  Interbank  Offered Rate ("LIBOR") or the
        rate  announced by the agent bank. The Credit  Facility  expires on
        May 31, 2001,  but may be extended  annually  beginning in 1999 for
        successive  one-year  periods  with the  consent of the banks,  and
        contains  numerous real estate and financial  covenants,  including
        restrictions on incurring  additional  debt,  creation of liens and
        levels of land and housing  inventories  maintained  by the Company
        and a  prohibition  on the payment of  dividends,  other than stock
        dividends.

        From  time to time,  the  Company  may  utilize  interest rate swap
        agreements  to  manage   interest  costs  and  hedge  against risks
        associated  with changing  interest  rates.  The Company designates
        interest  rate  swaps as hedges of  specific debt  instruments  and
        recognizes  interest rate  differentials as adjustments to interest
        paid or accrued as the differentials occur. Counterparties to these
        agreements are major financial  institutions.  The Company believes
        that the likelihood of credit loss from counterparty non-performance
        is remote. At March 31, 1998, the Company had an interest rate swap
        agreement  outstanding with a notional amount of $50,000 which will
        mature in 2000 and effectively fixed the interest rate on a portion
        of its Credit Facility borrowings. While the outstanding balance of
        the Credit Facility may fluctuate (average balance of approximately
        $22,780 for the first quarter of 1998), the Company anticipates that
        the average  balance  of the  borrowings  in  future  periods  will
        generally be in excess of the notional amount.

        In  January  1998,  the  Company  completed  the  sale of  $100,000
        principal  amount of its  7.75%  senior  notes due 2005 (the  "2005
        Senior  Notes") for the  purpose of raising  proceeds to redeem the
        balance  of its  9.75%  senior  notes due 2003  (the  "2003  Senior
        Notes")  which are first  callable  in June 1998.  The 2005  Senior
        Notes were issued at  original  issue  discount  of $263,  which is
        being  amortized  over the term of the notes.  Interest  is payable
        semi-annually  commencing on July 15, 1998. On or after January 15,
        2003,  the 2005  Senior  Notes may be redeemed at the option of the
        Company, in whole or in part, at prices ranging from 101.29% during
        the 12 month period beginning January 15, 2003 to 100% (on or after
        January 15, 2004) of the principal  amount  thereof,  together with
        accrued  and  unpaid  interest.  Upon a change  of  control  of the
        Company,  holders of the 2005  Senior  Notes will have the right to
        require the Company to redeem their notes at a price of 101% of the

<PAGE> 10

        principal   amount  thereof,   together  with  accrued  and  unpaid
        interest.  There can be no assurance that sufficient  funds will be
        available  at the time of a change of control to make any  required
        repurchases.

        In the first  quarter of 1998,  the  Company  used a portion of the
        proceeds from the sale of the 2005 Senior Notes to purchase 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 $1,530, net of income tax benefit of $899.

        Financial Services -

        The  Company's  mortgage  banking  subsidiary,  U.S.  Home Mortgage
        Corporation  ("Mortgage"),   may  borrow  up  to  $65,000  under  a
        revolving  line of credit  (the  "Mortgage  Credit  Facility"),  as
        amended.  The Mortgage Credit  Facility  is secured by  residential
        mortgage loans and mortgage notes receivable,  is not guaranteed by
        the  Company,  matures on August 31,  1998 and bears  interest at 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 1998 by $.63 per
        share and $.57 per share, respectively.

   (5)  INVESTMENT

        In April 1998,  the Company  purchased a 13.3% interest in a Mexican
        home building company,  headquartered  near the City of Guadalajara,
        Mexico for  $12,759.  The Company  will  account for its  investment
        using the cost method of accounting.  As part of this agreement, the
        Company and the Mexican  company  agreed to form a joint venture to,
        among other things,  develop,  construct and sell affordable housing
        communities   primarily   in   market   areas   along   the   United
        States/Mexican border, initially in Texas and Arizona.


<PAGE> 11

   (6)  INTEREST

        A summary of housing  interest  for the three month  periods  ended
        March 31, 1998 and 1997 follows:
<TABLE>
<CAPTION>

                                                           1998         1997
                                                        ---------    ---------
<S>                                                      <C>         <C>     
        Capitalized at beginning of period ...........   $ 62,950    $ 58,566
        Capitalized ..................................     10,961       8,575
        Previously capitalized interest included in
          interest expense ...........................     (9,176)     (7,880)
        Other ........................................         (7)        (22)
                                                         --------    --------
        Capitalized at end of period .................   $ 64,728    $ 59,239
                                                         ========    ========
</TABLE>
 
        Financial  services interest  expense for the three  month  periods
        ended March 31, 1998 and 1997, was $411 and $309, respectively, and
        is included in "general, administrative  and other expenses" in the
        accompanying consolidated condensed statements of operations.

   (7)  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 dilutive  effect of the Class B warrants and
        the convertible  redeemable  preferred stock through its redemption
        and  conversion in March 1997,  (ii) the assumed  exercise of stock
        options and (iii) the assumed  conversion of the 4.875% convertible
        subordinated  debentures through their redemption and conversion in
        September 1997. The following  table  summarizes the basic earnings
        per share and diluted earnings per share computations for the three
        month periods ended March 31, 1998 and 1997:

<PAGE> 12
<TABLE>
<CAPTION>
                                                    1998             1997
                                                 ------------    ------------
<S>                                              <C>             <C>         
        Basic earnings per share:
          Income before extraordinary loss .     $     19,559    $     10,143
          Extraordinary loss ...............            1,530            --
                                                 ------------    ------------
          Net Income .......................     $     18,029    $     10,143
                                                 ------------    ------------
          Weighted average number of 
          common shares .                          11,804,493      11,499.982
                                                 ============    ============
          Earnings per share -
            Income before extraordinary loss     $       1.66    $        .88
            Extraordinary loss .............     $       (.13)   $       --
            New income .....................     $       1.53    $        .88

        Diluted earnings per share:
          Income before interest applicable to
            convertible subordinated debentures
            and extraordinary loss ............  $     19,559    $     10,143
          Interest applicable to convertible
            subordinated debentures, net of
            income taxes ......................          --               655
                                                 ------------    ------------
          Income before extraordinary loss,
            assuming dilution .................        19,559          10,798
          Extraordinary loss ..................         1,530            --
                                                 ------------    ------------
          Net income, assuming dilution .......  $     18,029    $     10,798
                                                 ============    ============
          Weighted average number of common
            shares ............................    11,804,493      11,499,982
          Incremental shares from assumed
            conversions -
            Convertible preferred stock .......          --            77,338
            Contingent common shares ..........        11,495          14,195
            Stock options .....................       427,586          88,435
            Class B warrants ..................       961,165         461,346
            Convertible subordinated debentures          --         2,253,521
                                                 ------------    ------------
          Adjusted weighted average number of
            common shares .....................    13,204,739      14,394,817
                                                 ============    ============
          Earnings per share -
            Income before extraordinary loss ..  $       1.49    $        .75
            Extraordinary loss ................  $       (.12)   $       --
            Net income ........................  $       1.37    $        .75
</TABLE>
       For the three month period ended March 31,  1998,  diluted  earnings
       per share were based on  13,204,739  common  shares  (the  "shares")
       which included the dilutive effect of the weighted average number of
       shares potentially issuable for the exercise of the Class B warrants
       (961,165 shares).  Diluted earnings per share in subsequent  periods
       compared  to the three  month  period  ended  March 31, 1998 will be

<PAGE> 13

       impacted  by  the  potential   dilutive  effect  of  up  to  904,897
       additional  shares  issuable  upon  exercise of the Class B warrants
       which expire in June 1998.

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,
                                                   --------------------------
                                                    1998              1997
                                                   --------         --------
<S>                                                <C>              <C>     
Revenues-
   Single-family homes .................           $324,310         $308,813
   Land and other ......................              3,133            1,835
                                                   --------         --------
     Total .............................           $327,443         $310,648
                                                   ========         ========
Single-family homes -
   Gross margin amount .................           $ 61,200         $ 54,825
   Gross margin percentage .............               18.9%            17.8%
   Units delivered .....................              1,899            1,869
   Average sales price .................           $170,800         $165,200
   New orders taken ....................              3,496            2,740
   Backlog at end of period:
     Aggregate sales amount ............           $893,245         $685,141
     Units .............................              5,032            3,909
Selling, general and
   administrative expenses as a
   percentage of housing revenues ......               10.2%             9.6%
Interest -
   Paid or accrued .....................           $ 10,961         $  8,575
   Percentage capitalized ..............              100.0%           100.0%
   Previously capitalized
     interest included in
     interest expense ..................           $  9,176         $  7,880
   Percentage of housing revenues ......                2.8%             2.5%
</TABLE>
<PAGE> 14

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

Revenues from sales of single-family homes for the three month period ended
March 31, 1998  increased 5% compared to the three month period ended March
31, 1997. The increase resulted  primarily from a 2% increase in the number
of housing  units  delivered  and a 3% 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, 1998  increased
28% compared to the same period in 1997. The increase in new orders in 1998
reflects the continued demand for new single-family homes which the Company
believes was brought about by strong  consumer  confidence and the trending
down of mortgage  interest rates from mid 1997 that  continued  through the
first  quarter of 1998.  The Company does not believe that new orders taken
for the  remainder of 1998 will  continue at the first  quarter pace due to
possible  future  fluctuations  in economic  activity,  interest  rates and
consumer  confidence.  See Part II, "Item 5 - Other Information" on page 18
for a table of unit  activity by market for the three month  periods  ended
March 31, 1998 and 1997.

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

The  increase in the gross  margin  percentage  for the three month  period
ended March 31, 1998 from the same period in 1997 was  primarily due to the
continuation   of  strong  overall  market   conditions  and  gross  margin
improvements in certain of the Company's markets. In addition, during 1997,
gross  margins  were   negatively   impacted  by  a   competitive   housing
environment,  resulting in the increased use of sales incentives,  the cost
of which the  Company  was not able to offset by  increases  in the average
sales price.

Backlog -
---------

The  aggregate  amount of sales  backlog at March 31,  1998  increased  30%
compared  to March 31,  1997.  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,  1998,  net of  cancellations,  are expected to
result in revenues during the remainder of 1998.

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

As a percentage of housing revenues,  selling,  general and  administrative
expenses for the three month period ended March 31, 1998 increased to 10.2%
as compared to 9.6% in the same period in 1997. Actual selling, general and
administrative  expenses  for the three month  period  ended March 31, 1998
increased  $3.6  million  when  compared to the same  period in 1997.  This
increase was primarily due to increased  payroll costs and marketing center
and other marketing expenses resulting from increased activities, including
the increased activities in the retirement and active-adult communities.
<PAGE> 15

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

Interest  paid or accrued for the three month  period  ended March 31, 1998
increased  approximately  28%  compared  to the same  period  in 1997.  The
increase in 1998 is primarily due to an increase in the average outstanding
debt.

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, 1998 increased 16% compared to the three
month  period ended March 31, 1997.  The  increase was  attributable  to an
increase in the average  interest  expense per housing unit delivered which
was primarily the result of there being more  deliveries in 1998 which were
from  finished  lots  developed  by the  Company  than  in  1997  and  less
deliveries from finished lots that were acquired under rolling lot options.

                             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,
                                                        -------------------
                                                         1998         1997
                                                        ------       ------
   <S>                                                  <C>          <C>
   U.S. Home Mortgage Corporation and
     Subsidiary ...............................         $6,079       $4,387
   Other financial services operations ........          1,023          998
                                                        ------       ------
                                                        $7,102       $5,385
                                                        ======       ======
</TABLE>


<PAGE> 16

The increase in U.S. Home Mortgage Corporation's  ("Mortgage") revenues for
the three month  period  ended  March 31,  1998 when  compared to the three
month  period  ended March 31, 1997 was  primarily  due to the  increase in
mortgage  loan  originations  and the  increase  in income from the sale of
mortgage loans and servicing rights.

Of the Company's  total housing units  delivered that were financed  (1,552
for the three  month  period  ended  March 31, 1998 and 1,503 for the three
month period ended March 31,  1997),  82% were financed by Mortgage in 1998
compared to 67% in 1997.


                                   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 1.0% for the three month period ended March 31, 1998 and .9%
for the three month period ended March 31, 1997.  Actual corporate  general
and administrative expenses for the three month period ended March 31, 1998
were $3.3  million,  compared to $2.9  million  for the three month  period
ended March 31, 1997.

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> 17
Financial Condition and Liquidity
---------------------------------

                                  Housing
                                  -------

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

The Company's  most  significant  needs for capital  resources are land and
finished lot purchases,  land  development  and housing  construction.  The
Company's  ability  to  generate  cash  adequate  to meet  these  needs  is
principally  achieved from the sale of homes and the margins  thereon,  the
utilization  of  Company-owned  lots and  borrowings  under  its  financing
facilities,  including the Credit  Facility.  In January 1998,  the Company
sold $100 million principal amount of its 2005 Senior Notes for the purpose
of raising  funds to redeem the balance of its 2003 Senior  Notes which are
first callable in June 1998. In the first quarter of 1998, the Company used
a portion of the  proceeds to purchase  in open market  transactions  $36.6
million  principal amount of the 2003 Senior Notes.  The Company  currently
intends to redeem the balance of these notes,  though it may purchase  such
notes in the open market or in privately  negotiated  transactions prior to
June  1998.  See  Note  3 of  Notes  to  Consolidated  Condensed  Financial
Statements.

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 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 will 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
club houses, which require substantial capital investment.  The increase in
land  inventories  in 1998 from 1997 was  primarily the result of increased
activities,  including the increased activities in the Company's retirement
and active-adult communities.
<PAGE> 18

The Company has financed,  and expects to continue to finance,  its working
capital needs from  operations and  borrowings,  including those made under
the Credit Facility.  The Credit Facility (and previous credit  facilities)
have enabled the Company to meet peak operating  needs. In August 1997, the
Company  entered into an interest rate swap agreement which has effectively
fixed the interest  rate on $50 million of its Credit  Facility  borrowings
until August 2000. 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, 1998 and 1997 is summarized below (dollars in thousands):
<TABLE>
<CAPTION>

                                                       1998           1997
                                                     --------      --------
<S>                                                  <C>           <C>      
     Net cash provided (used) by:
       Operating activities ....................     $(47,951)     $ (7,421)
       Investing activities ....................       (5,058)         (625)
       Financing activities ....................       51,489        10,402
                                                     --------      --------
     Net increase (decrease) in cash ...........     $ (1,520)     $  2,356
                                                     ========      ========
</TABLE>

Housing  operating  activities  are,  at any time,  affected by a number of
factors,  including  the number of housing  units  under  construction  and
housing units delivered.  Cash flows from housing operating  activities for
1998 used more cash than 1997 primarily due to an increase in  construction
and land asset activities, offset in part by increased profitability.

Cash  flow  from  investing  activities  for 1998  used more cash than 1997
primarily due to an increase of $3.0 million in  restricted  cash, of which
$1.2 million was an escrow deposit for the purchase of land which closed in
April 1998.

Cash  flow  from  housing  financing  activities  for 1998  provided  cash,
reflecting  the sale of the Company's  2005 Senior Notes and net borrowings
under the Credit Facility, offset by purchases of the Company's 2003 Senior
Notes  and the  repayment  of the  amounts  outstanding  under  the  Credit
Facility. Cash flow from housing financing activities in 1997 provided cash
primarily from net borrowings under the Credit Facility.

The Company  believes that cash flow from operations and amounts  available
under the Credit  Facility will be  sufficient to meet its working  capital
obligations and other needs. However, should the Company require capital in
excess of that which is currently available, there can be no assurance that
it will be available.

<PAGE> 19

                             Financial Services
                             ------------------

Mortgage's  activities  represent a  substantial  portion of the  financial
services  segment's  activities.  As  loan  originations  by  Mortgage  are
primarily  from housing  units  delivered by the  Company's  home  building
operations,   Mortgage's   financial  condition  and  liquidity  are  to  a
significant extent dependent upon the financial condition of the Company.

Financial   services   operating   activities  are  affected  primarily  by
Mortgage's loan originations which result in the sale of mortgage loans and
related  servicing  rights  to  third  party  investors.  Cash  flows  from
financial services operating  activities are also affected by the timing of
the  sales  of loans  and  servicing  rights  which  generally  are sold to
investors  within 30 days after homes are delivered.  In this regard,  cash
flows from financial services operating  activities for 1998 used more cash
compared to 1997 primarily due to an increase in residential  mortgage loan
receivables.

The Company  finances its  financial  services  operations  primarily  from
internally  generated  funds,  such as from  the  origination  and  sale of
residential  mortgage  loans and related  servicing  rights,  and a secured
revolving line of Credit (the "Mortgage  Credit  Facility").  As more fully
discussed  in  Note  3  of  Notes  to  Consolidated   Condensed   Financial
Statements, Mortgage may borrow up to $65 million under the Mortgage Credit
Facility.  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 has no obligation to provide funding to its financial  services
operations,   nor  does  it  guarantee  any  of  its   financial   services
subsidiaries'  debt.  The Company  believes that the  internally  generated
funds and the Mortgage  Credit  Facility  will be sufficient to provide for
Mortgage's working capital needs.

PART II.  OTHER INFORMATION

Item 2.  Changes in Securities
         ---------------------
     The indenture  relating to the 2005 Senior Notes contains  numerous
     covenants,  including a limitation on the  declaration of dividends
     to holders of equity securities.

<PAGE> 20

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, 1998 and 1997:
<TABLE>
<CAPTION>

           States             New Orders      Deliveries         Backlog
     ---------------------   -------------   -------------   --------------
                              1998    1997    1998    1997     1998   1997
                             -----   -----   -----  -----    ------  ------
<S>                            <C>     <C>     <C>     <C>     <C>     <C>
     Arizona .............     403     251     219     207     502     313
     California ..........     302     197     126     114     401     232
     Colorado ............     584     538     346     344     824     835
     Florida .............   1,077     951     606     621   1,797   1,363
     Maryland/Virginia ...     191     116      71      75     224     141
     Minnesota ...........     149     103      92      47     231     163
     Nevada ..............     127     108      72      95     163     147
     New Jersey ..........     167     131     112     118     215     192
     Ohio/Indiana (1) ....      52      44      23      45      61      83
     Texas ...............     444     301     232     203     614     440
                             -----   -----   -----   -----   -----   -----
                             3,496   2,740   1,899   1,869   5,032   3,909
                             =====   =====   =====   =====   =====   =====
</TABLE>


     (1) 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   "Management's   Discussion  and  Analysis  of
        Financial Condition and Results of Operations,  Other -- Cautionary
        Disclosure Regarding  Forward-Looking  Statements" in the Company's
        Annual  Report on Form 10-K for the fiscal year ended  December 31,
        1997.


<PAGE> 21


Item 6. Exhibits and Reports on Form 8-K

  (a)   Exhibits

         Exhibit  10.1  -  Third Amendment to Amended and Restated Credit
                           Agreement, dated as of March 9, 1998,  between
                           U.S. Home  Corporation  and The First National
                           Bank of Chicago, as Agent.

         Exhibit  10.2  -  Sixth  Amendment to First Amended and Restated
                           Warehousing   Credit  and  Security  Agreement
                           (single family mortgage  loans),  dated  as of
                           March 30, 1998,  between  U.S.  Home  Mortgage
                           Corporation and Residential Funding Corporation.

         Exhibit  27.1  -  Financial Data Schedule For the First Quarter
                           of 1998

         Exhibit  27.2  -  Financial  Data  Schedule  For the Year Ended
                           December 31, 1996 and the  First,  Second and
                           Third Quarters of 1997 (Restated).

         Exhibit  27.3  -  Financial  Data Schedule For the  Year Ended
                           December 31, 1995 and the First, Second  and
                           Third Quarters of 1996 (Restated).

   (b)   Reports on Form 8-K

         On January 16, 1998,  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 7.75% Senior Notes due 2005 in an aggregate amount
         of $100,000,000 under the Company's  Registration Statement on
         Form S-3 (File No. 333-31457)

         No  other  Current Report on Form 8-K was filed by the Company
         during January, February or March 1998.


<PAGE> 22



                                 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 14, 1998                      /s/  Isaac Heimbinder
                                         -----------------------------------
                                         Isaac Heimbinder
                                         President, Co-Chief Executive
                                         Officer and Chief Operating Officer



Date:  May 14, 1998                      /s/  Chester P. Sadowski
                                         -----------------------------------
                                         Chester P. Sadowski
                                         Vice President, Controller
                                         and Chief Accounting Officer



<PAGE> 23

                             INDEX OF EXHIBITS

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


10.1   Third Amendment to Amended and Restated Credit Agreement,
       dated as of  March 9, 1998, between U.S. Home Corporation
       and The First National Bank of Chicago,  as  Agent.

10.2   Sixth  Amendment to First Amended and Restated Warehousing
       Credit and Security Agreement (single family mortgage loans),
       dated as of March 30, 1998 between U.S. Home Mortgage 
       Corporation and Residential Funding Corporation.

27.1   Financial Data Schedule For the First Quarter of 1998

27.2   Financial Data Schedule For the Year Ended December 31, 1996
       and the First, Second and Third Quarters for 1997 (Restated).

27.3   Financial Data Schedule For the Year Ended December 31, 1995
       and the First, Second and Third Quarters for 1996 (Restated).