<PAGE> 28
                                                                 EXHIBIT 3.1

                           U.S. HOME CORPORATION

                            AMENDED AND RESTATED

                                  BY-LAWS

1.       MEETINGS OF STOCKHOLDERS.

                  1.1 Annual Meeting.  The annual meeting of the holders of
the  capital  stock (the  "Stockholders")  of U.S.  Home  Corporation  (the
"Corporation")  will be held within five  calendar  months after the end of
each  fiscal year of the  Corporation  and will be held at a place and time
determined  by the board of  directors  of the  Corporation  (the "Board of
Directors").  Any previously  scheduled  annual meeting of the Stockholders
may be postponed by resolution of the Board of Directors upon informing the
Stockholders,  by any means reasonably calculated to so inform them of such
postponement,  on or prior to the date previously scheduled for such annual
meeting  of  Stockholders;  provided,  that  such  means of  informing  the
Stockholders of such postponement complies with all applicable requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

                  1.2   Special   Meetings.   Special   meetings   of   the
Stockholders  may be  called  only by a  majority  of the  entire  Board of
Directors,  and will be held at such  time as may be fixed by the  Board of
Directors  and  stated  in the  notice  of  such  meeting.  Any  previously
scheduled   special  meeting  of  the  Stockholders  may  be  postponed  by
resolution of the Board of Directors  upon informing the  Stockholders,  by
any means reasonably  calculated to so inform them of such  postponement on
or prior to the date  previously  scheduled  for such  special  meeting  of
Stockholders;  provided,  that such means of informing the  Stockholders of
such postponement complies with all applicable requirements of the Exchange
Act. The purpose or purposes of any special meeting of Stockholders will be
set forth in the Corporation's notice of meeting,  and, except as otherwise
required by law or by the second restated  certificate of  incorporation of
the Corporation (the "Certificate of  Incorporation"),  no business will be
conducted at any special  meeting of  Stockholders  other than the items of
business stated in the Corporation's notice of meeting.

                  1.3  Place  and  Time  of   Meetings.   Meetings  of  the
Stockholders  may be held in or  outside  Delaware  at the  place  and time
specified  by the  Board of  Directors  or the  directors  or  Stockholders
requesting the meeting.

                  1.4  Notice of Meetings; Waiver of Notice. Written notice
of each meeting of Stockholders will be given to each Stockholder  entitled
to vote at the  meeting,  except that (i) it will not be  necessary to give
notice to any  Stockholder  who submits a signed waiver of notice before or
after the meeting,  or is deemed to waive notice,  and (ii) no notice of an
adjourned  meeting need be given except when required  under Section 1.5 or
1.12 of these  By-Laws or by law.  Each notice of a meeting  will be given,
personally  or by mail,  not less than 10 nor more than 60 days  before the

<PAGE> 29

meeting and will state the time and place of the meeting,  and unless it is
the annual meeting, will state at whose direction or request the meeting is
called and the purposes for which it is called.  If mailed,  notice will be
considered  given  when  mailed  to a  Stockholder  at his  address  on the
Corporation's  records.  The  attendance of any  Stockholder  at a meeting,
without  protesting at the beginning of the meeting that the meeting is not
lawfully called or convened, will constitute a waiver of notice by him.

                  1.5 Quorum. At any meeting of Stockholders,  the presence
in person or by proxy of the holders of the shares of capital  stock of the
Corporation  having a  majority  of the  votes  which  could be cast by the
holders  of all  issued  and  outstanding  shares of  capital  stock of the
Corporation  entitled to vote at the meeting  will  constitute a quorum for
the transaction of any business.  In the absence of a quorum, a majority in
voting  interest of those present or, if no Stockholders  are present,  any
officer  entitled to preside at or to act as secretary of the meeting,  may
adjourn the meeting until a quorum is present.  At any adjourned meeting at
which a quorum is  present,  any action may be taken  which might have been
taken at the  meeting  as  originally  called.  No notice  of an  adjourned
meeting need be given if the time and place are announced at the meeting at
which the adjournment is taken except that, if adjournment is for more than
30 days or if,  after the  adjournment,  a new record date is fixed for the
meeting,  notice of the adjourned meeting will be given pursuant to Section
1.4 hereof.

                  1.6  Voting; Proxies.  Each Stockholder of record will be
entitled  to  the  number  of  votes  set  forth  in  the   Certificate  of
Incorporation. Corporate action to be taken by Stockholder vote, other than
the election of  directors,  will be  authorized by a majority of the votes
cast at a meeting of Stockholders, except as otherwise provided by law, the
Certificate  of  Incorporation  or  by  any  provision  of  these  By-Laws.
Directors  will be elected in the manner  provided in Sections  2.1 and 2.2
hereof.  Voting need not be by ballot unless  requested by a Stockholder at
the  meeting  or ordered  by the  chairman  of the  meeting;  however,  all
elections of directors will be by written ballot, unless otherwise provided
in the Certificate of Incorporation.  Each Stockholder  entitled to vote at
any meeting of Stockholders may authorize  another person to act for him or
her by  proxy.  Every  proxy  must  be  signed  by the  Stockholder  or his
attorney-in-fact.  No proxy will be valid  after  three years from its date
unless it provides otherwise.

                  1.7  List of Stockholders. Not less than 10 days prior to
the date of any meeting of  Stockholders,  the secretary of the Corporation
will  prepare  a  complete  list of  Stockholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order and showing the address of each
Stockholder  and the number of shares  registered in his or her name. For a
period  of not less  than 10 days  prior to the  meeting,  the list will be
available during ordinary  business hours for inspection by any Stockholder
for any purpose germane to the meeting.  During this period,  the list will
be kept  either (i) at a place  within the city where the  meeting is to be
held,  if that place is specified in the notice of the meeting,  or (ii) if
not so  specified,  at the place where the meeting is to be held.  The list
will also be available for inspection by Stockholders at the time and place
of the meeting.
<PAGE> 30

                  1.8  No Action by Consent  Without a  Meeting.  Action by
written consent of  Stockholders  will be governed by Article FOURTH of the
Certificate of Incorporation.

                  1.9  Organization.  Meetings of the Stockholders  will be
presided  over by the chairman,  or if the chairman is not present,  by the
president,  or, if neither of them is present, by a vice president,  or, if
neither the chairman,  the president nor a vice president is present,  by a
chairman to be chosen at the meeting. The secretary of the Corporation,  or
in his  absence,  an  assistant  secretary,  will act as  secretary  of the
meeting,  or, if  neither  the  secretary  nor an  assistant  secretary  is
present, then the meeting will choose its secretary.

                  1.10  Inspectors of Election.  The  Corporation  may, and
will if required by law, in advance of any meeting of Stockholders, appoint
one  or  more  inspectors  of  election,   who  may  be  employees  of  the
Corporation, to act at the meeting or any adjournment thereof and to make a
written report  thereof.  The Corporation may designate one or more persons
as alternate  inspectors  to replace any inspector who fails to act. In the
event that no  inspector so  appointed  or  designated  is able to act at a
meeting of  Stockholders,  the person presiding at the meeting will appoint
one or  more  inspectors  to act at the  meeting.  Each  inspector,  before
entering  upon the  discharge  of his or her duties,  will take and sign an
oath to execute faithfully the duties of inspector with strict impartiality
and  according  to  the  best  of  his or her  ability.  The  inspector  or
inspectors  so appointed or  designated  will (i)  ascertain  the number of
shares of capital stock of the Corporation outstanding and the voting power
of each such  share,  (ii)  determine  the shares of  capital  stock of the
Corporation  represented  at the  meeting  and the  validity of proxies and
ballots, (iii) count all votes and ballots, (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors and (v) certify their  determination of the
number of shares of capital  stock of the  Corporation  represented  at the
meeting  and  such  inspectors'  count  of  all  votes  and  ballots.  Such
certification  and reports will specify  such other  information  as may be
required by law. In  determining  the  validity and counting of proxies and
ballots cast at any meeting of  Stockholders,  the  inspectors may consider
such  information  as is  permitted by  applicable  law. No person who is a
candidate  for office at any  election  may serve as an  inspector  at such
election.

                  1.11   Conduct   of   Meetings.   Except  to  the  extent
inconsistent  with such  rules and  regulations  as adopted by the Board of
Directors,  the chairman of any meeting of Stockholders will have the right
and authority to prescribe such rules,  regulations and procedures,  and to
do all such acts as, in the judgment of such chairman,  are appropriate for
the proper conduct of the meeting.


<PAGE> 31

                  1.12 Fixing Date for  Determination  of  Stockholders  of
Record.  In order  that the  Corporation  may  determine  the  Stockholders
entitled  to notice of or to vote at any  meeting  of  Stockholders  or any
adjournment  thereof,  or  entitled to receive  payment of any  dividend or
other  distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of capital stock of
the Corporation or for the purpose of any other lawful action, the Board of
Directors  may fix a record  date,  which  record date will not precede the
date upon which the  resolution  fixing  the record  date is adopted by the
Board of Directors and which record date: (i) in the case of  determination
of  Stockholders  entitled  to  vote  at any  meeting  of  Stockholders  or
adjournment  thereof,  will, unless otherwise  required by law, not be more
than 60 nor less than 10 days  before the date of such  meeting and (ii) in
the case of any other  action,  will not be more than 60 days prior to such
other  action.  If no  record  date is  fixed:  (a)  the  record  date  for
determining  Stockholders  entitled to notice of or to vote at a meeting of
Stockholders will be at the close of business on the day next preceding the
day on which  notice is given,  or,  if notice is  waived,  at the close of
business  on the day next  preceding  the day on which the meeting is held,
and (b) the record date for determining  Stockholders for any other purpose
will be at the close of business on the day on which the Board of Directors
adopts the resolution  relating thereto. A determination of Stockholders of
record entitled to notice of or to vote at a meeting of  Stockholders  will
apply to any adjournment of the meeting; provided,  however, that the Board
of Directors may fix a new record date for the adjourned meeting.

                  1.13  Business  at  Meetings.   Only  business  which  is
properly  brought  before a meeting in accordance  with the  procedures set
forth in these By-Laws  shall be conducted at such meeting.  At any meeting
of  Stockholders,  only such business shall be conducted as shall have been
brought  before the meeting (a)  pursuant  to the  Corporation's  notice of
meeting, (b) by or at the direction of the Board of Directors or (c) in the
case of any annual  meeting  only or as  otherwise  required by law, by any
Stockholder  who is a  Stockholder  of record at the time of the  giving of
notice hereinafter  provided for in these By-Laws, who shall be entitled to
vote at any such  meeting  and who  complies  with the notice and  delivery
procedures  hereinafter  set forth in these  By-Laws.  Except as  otherwise
required by law or by the Certificate of Incorporation, no business will be
conducted at any special  meeting of  Stockholders  other than the items of
business stated in the Corporation's notice of meeting.

                  No person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth in
these By-Laws.  If the chairman of the meeting shall  determine either that
a nomination  was not made in accordance with the procedures  prescribed by
these By-Laws, that a nominee has not met the  qualification  requirements,
if any, set forth in these  By-Laws or otherwise,  or that business was not
properly brought  before  the  meeting  in  accordance  with the procedures
prescribed  by  these  By-Laws,  he shall so declare to the meeting and the
defective  nomination  shall be  disregarded  or such business shall not be
conducted,  as the case may be; such  determination shall not be appealable
by the Stockholders.

<PAGE> 32

                  1.14   Nominations  by  Stockholders   and  Proposals  by
Stockholders  Generally.  Nominations  by  Stockholders  and  proposals  by
Stockholders  for the  conduct of any  business  shall be made  pursuant to
timely  notice in writing to the  secretary of the  Corporation  and timely
delivery of the  information  provided  for in these  By-Laws to all of the
Stockholders.  To be timely,  a  Stockholder's  notice shall be  personally
delivered  to or mailed by  certified  mail and  received at the  principal
executive  offices of the Corporation (a) in the case of an annual meeting,
not less  than 90 days  prior to the  first  anniversary  of the  preceding
year's annual meeting;  provided,  however, that in the event that the date
of the  annual  meeting  is  advanced  by  more  than  30  days  from  such
anniversary  date or  delayed  by more than 60 days  from such  anniversary
date,  notice by the Stockholder to be timely must be so received not later
than  the  close of  business  on the  later of the 90th day  prior to such
annual  meeting  or  the  10th  day  following  the  day  on  which  public
announcement  of the date of the  meeting is first made  (which may include
the  delivery  of notice to the New York  Stock  Exchange,  the  mailing of
notice of the date of the meeting to the  Stockholders,  any public  filing
with the Securities and Exchange Commission or a press release to Dow Jones
& Company or any similar service) and (b) if otherwise  permitted  pursuant
to these By-Laws or required by law, in the case of a special meeting,  not
later than the close of business on the 10th day following the day on which
public  announcement  of the date of the  meeting is first made  (which may
include the delivery of notice to the New York Stock Exchange,  the mailing
of notice of the date of the meeting to the Stockholders, any public filing
with the Securities and Exchange Commission or a press release to Dow Jones
& Company or any similar  service).  Such  Stockholder's  notice  shall set
forth,  as the  case may be,  (i) as to each  person  whom the  Stockholder
proposes to nominate for election as a director,  all information  relating
to such person that is required to be disclosed in solicitations of proxies
for election of directors,  or is otherwise required, in each case pursuant
to  Regulation  14A  promulgated  under the  Exchange Act  (including  such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected) and information  establishing such
person's  fulfillment of any qualification  requirements set forth in these
By-Laws or otherwise; (ii) as to each matter which the Stockholder proposes
to bring before such meeting,  a brief  description of the business desired
to be brought before the meeting,  the reasons for conducting such business
at the  meeting  and  any  material  interest  in  such  business  of  such
Stockholder and the beneficial  owner, if any, on whose behalf the proposal
is made; and (iii) as to the Stockholder giving the notice (A) the name and
address,  as they appear on the  Corporation's  books, of such Stockholder,
(B) the class and  number of shares of the  Corporation  which are owned by
such Stockholder and (C) a representation that such Stockholder is a holder
of record of stock of the Corporation  entitled to vote at such meeting and
intends  to appear in person or by proxy at the  meeting  to  nominate  the
person or  persons  whom such  Stockholder  specified  in the  notice or to
propose the conduct of the business  specified  in the notice,  as the case
may be.


<PAGE> 33
 
                  Notwithstanding the forgoing provisions of this  By-Law,
a Stockholder shall also comply with all  applicable  requirements  of the
Exchange Act and the rules and  regulations  promulgated  thereunder  with
respect to  solicitation  of proxies  and the  matters  set forth in these
By-Laws. In addition, and without limiting the generality of the foregoing,
nothing in  these  By-Laws  shall  be  deemed  to  affect  any rights of a
Stockholder to request inclusion of proposals in the  Corporation's  proxy
statement pursuant to and in compliance with Rule 14a-8 under the Exchange
 Act.

                  1.15    Additional    Procedures   for   Nominations   by
Stockholders  and Proposals by  Stockholders.  In addition to the notice to
the Corporation set forth in Section 1.14 of these By-Laws,  in order for a
Stockholder to properly nominate or elect a director,  whether at a meeting
or by consent of  Stockholders  (to the extent such action by  Stockholders
may be taken by consent  without meeting in accordance with the Certificate
of  Incorporation),  or propose  the conduct of business at a meeting or by
consent of Stockholders  (to the extent such action by Stockholders  may be
taken by consent  without  meeting in accordance  with the  Certificate  of
Incorporation),  such  Stockholder  shall mail,  or  otherwise  cause to be
delivered,  to all of the Stockholders,  as the case may be, (a) as to each
person  whom such  Stockholder  proposes  to  nominate  for  election  as a
director,  the name of such person,  together with all information relating
to such person that is required to be disclosed in solicitations of proxies
for election of directors,  or is otherwise required, in each case pursuant
to Regulation 14A or Regulation 14C promulgated under the Exchange Act, and
any other  information  required by the proxy rules  promulgated  under the
Exchange Act, and (b) as to each matter which the  Stockholder  proposes to
bring before the meeting or have acted on by consent,  a brief  description
of the business  desired to be brought  before the meeting or have acted on
by consent and the reasons for  conducting  such business at the meeting or
by consent, together with all information relating to such proposal that is
required to be  disclosed  in  solicitations  of proxies,  or is  otherwise
required,  in each case  pursuant to Regulation  14A or by  Regulation  14C
promulgated under the Exchange Act, and any other  information  required by
the proxy rules  promulgated  under the  Exchange  Act. To be timely,  such
information  shall be  mailed to all of the  Stockholders  not less than 30
days  prior to the date of such  meeting  or,  if  later,  the  second  day
following the day on which public  announcement  of the date of the meeting
is first made  (which may  include  the  delivery of notice to the New York
Stock  Exchange,  the  mailing of notice of the date of the  meeting to the
Stockholders, any public filing with the Securities and Exchange Commission
or a press  release to Dow Jones & Company or any  similar  service).  Such
Stockholder may request the  Corporation to mail promptly such  information
to all of the Stockholders on such Stockholder's behalf, and the expense of
such mailing shall be borne by the  Corporation.  If, pursuant to the proxy
rules  promulgated  under the Exchange Act, the Corporation is obligated to
include  such  Stockholder's  proposal  in its  own  proxy  statement,  the
provisions of this paragraph shall be deemed satisfied.


<PAGE> 34

2.       BOARD OF DIRECTORS.

                  2.1  Powers.  (a)  Subject  to  applicable  law  and  the
Certificate of  Incorporation,  the business and affairs of the Corporation
will  be  managed  by  the  Board  of  Directors;  and  all  powers  of the
Corporation  may be  exercised  by or under the  authority  of the Board of
Directors.

                  (b)  Subject to  applicable  law and the  Certificate  of
Incorporation,  and in addition to all other matters requiring  approval by
the Board of Directors, approval by the Board of Directors will be required
for  the  following  matters:  (i) the  dismissal  and  appointment  of the
chairman,  president  or any vice  president of the  Corporation,  (ii) the
compensation  of the  chairman,  president  or any  vice  president  of the
Corporation,  (iii) any material change in the business of the Corporation,
(iv)  any  acquisition  of  unimproved  real  property  or  acreage  by the
Corporation  which is material to the Corporation and its subsidiaries on a
consolidated basis in any single transaction including, without limitation,
option  deposits,   joint  venture  investments  and  forward  commitments,
involving  an  expenditure  in  excess  of  $10  million,  (v)  other  than
transactions   covered   by  the   preceding   clause,   material   capital
expenditures,  borrowings  (other than borrowings  under a revolving credit
facility  if  the  Board  of  Directors  has   previously   authorized  the
Corporation to enter into any such  facility) and other  commitments by the
Corporation   in  excess  of  $10   million  per   transaction   (excluding
transactions involving housing inventory) and (vi) the annual business plan
and budget of the Corporation. Approval by the Corporation, as shareholder,
of any action taken by a subsidiary of U.S.  Home of the type  described in
clauses  (iii),  (iv) or (v) will  require  prior  approval by the Board of
Directors.

                  2.2  Number and  Election.  The Board of  Directors  will
consist  of the  number of  directors  as  determined  in  accordance  with
paragraph 1 of Article SIXTH of the Certificate of Incorporation. Directors
will be elected by a  plurality  of the votes cast in  accordance  with the
provisions of Section 2.3 hereof,  and subject to the provisions of Section
2.13 hereof.

                  2.3  Classes  and  Term.  The  classes  and  terms of the
directors  will be as set  forth in  Article  SIXTH of the  Certificate  of
Incorporation.

                  2.4 Quorum and Manner of Acting.  A majority of the Board
of Directors  will  constitute a quorum for the  transaction of business at
any meeting,  except as provided in Section 2.13 hereof. Subject to Section
2.13 hereof and the  Certificate of  Incorporation,  action of the Board of
Directors  will be  authorized  by the vote of a majority of the  directors
present  at the time of the vote if there  is a  quorum,  unless  otherwise
provided by law or these By-Laws. In the absence of a quorum, a majority of
the  directors  present may  adjourn any meeting  from time to time until a
quorum is present.
<PAGE> 35

                  2.5   Place  of  Meetings.   Meetings  of  the  Board  of
Directors may be held in or outside Delaware.

                  2.6 Annual and Regular  Meetings.  Annual meetings of the
Board of Directors, for the election of officers and consideration of other
matters,  will be held  either (i)  without  notice  immediately  after the
annual  meeting  of  Stockholders  and at the same place or (ii) as soon as
practicable after the annual meeting of Stockholders, on notice as provided
in Section 2.8 hereof.  Regular  meetings of the Board of Directors  may be
held  without  notice at such  times and  places as the Board of  Directors
determines.  If the day fixed for a regular meeting is a legal holiday, the
meeting will be held on the next business day.

                  2.7 Special  Meetings.  Special  meetings of the Board of
Directors may be called by the chairman,  the president or by a majority of
the  directors.  Only  business  related to the  purposes  set forth in the
notice of meeting may be transacted at a special meeting.

                  2.8 Notice of Meetings;  Waiver of Notice.  Notice of the
time and place of each special  meeting of the Board of  Directors,  and of
each  annual  meeting  not held  immediately  after the  annual  meeting of
Stockholders  and at the same  place,  will be given  to each  director  by
mailing it to him at his or her  residence  or usual  place of  business at
least three days before the meeting,  or by  delivering or  telephoning  or
telecopying  it to him or her at least two days before the meeting.  Notice
of a special  meeting will also state the purpose or purposes for which the
meeting is called.  Notice need not be given to any  director who submits a
signed  waiver of notice  before or after the  meeting or who  attends  the
meeting without  protesting at the beginning of the meeting the transaction
of any business  because the meeting was not  lawfully  called or convened.
Notice  of  any  adjourned  meeting  need  not  be  given,  other  than  by
announcement at the meeting at which the adjournment is taken.

                  2.9 Board of  Directors  or  Committee  Action  Without a
Meeting.  Any  action  required  or  permitted  to be taken by the Board of
Directors  or by any  committee  of the  Board  of  Directors  may be taken
without a meeting if all of the members of the Board of Directors or of the
committee  consent in writing to the adoption of a  resolution  authorizing
the action.  The resolution and the written  consents by the members of the
Board of Directors or the  committee  will be filed with the minutes of the
proceeding of the Board of Directors or of the committee.

                  2.10  Participation  in Board of  Directors  or Committee
Meetings  by  Conference  Telephone.  Any or all  members  of the  Board of
Directors or of any committee of the Board of Directors may  participate in
a  meeting  of the Board of  Directors  or of the  committee  by means of a
telephone  conference  or similar  communications  equipment  allowing  all
persons participating in the meeting to hear each other at the same time.
Participation  by such  means  will  constitute  presence  in person at the
meeting.


<PAGE> 36

                  2.11  Resignation.   Subject  to  Article  SIXTH  of  the
Certificate  of  Incorporation,  any  director  may  resign  at any time by
delivering his  resignation in writing to the president or secretary of the
Corporation,  to take effect at the time specified in the resignation;  the
acceptance  of a  resignation,  unless  required by its terms,  will not be
necessary to make it effective.

                  2.12  Removal. A director may only be removed from office
in accordance with Article SIXTH of the Certificate of Incorporation.

                  2.13  Vacancies.  Any  vacancy in the Board of  Directors
will be filled in  accordance  with  Article  SIXTH of the  Certificate  of
Incorporation.

                  2.14   Compensation.    Directors   will   receive   such
compensation   as  the  Board  of  Directors   determines,   together  with
reimbursement  of  their   reasonable   expenses  in  connection  with  the
performance  of their  duties.  A director may also be paid for serving the
Corporation, its affiliates or subsidiaries in other capacities.

                  2.15   Nominations  of  Directors. Nominations of persons
for election  to the  Board  of Directors may only be made (a) by the Board
of Directors in accordance  with  Article  SIXTH  of  the   Certificate  of
Incorporation  or (b) other than nominations of persons for election to the
Board of Directors due to expiring  terms of  directors,  at any meeting of
Stockholders  (i) by or at the  direction of the Board of Directors or (ii)
by any Stockholder who is a Stockholder of record at the time of the giving
of notice provided for in these By-Laws,  who shall be entitled to vote for
the election of  directors at the meeting and who complies  with the notice
and delivery  procedures  set forth in these  By-Laws;  provided  that such
nominations by Stockholders  at a special meeting of Stockholders  may only
be made at any such meeting at which  directors are to be elected  pursuant
to the Corporation's  notice of meeting or as otherwise  required by law or
permitted by these By-Laws.

3.       COMMITTEES.

                  3.1  Executive  Committee.  The  Board of  Directors,  by
resolution  adopted by a majority  of the entire  Board of  Directors,  may
designate  an  Executive  Committee  of two or more  directors,  which will
include the chairman and  president  and which will have all the powers and
authority of the Board of Directors,  except as otherwise  provided in such
resolution,  section 141(c) of the Delaware  General  Corporation  Law, any
other applicable law or Section 2.1(b) hereof. The members of the Executive
Committee will serve at the pleasure of the Board of Directors. All actions
of the  Executive  Committee  will be reported to the Board of Directors at
its next meeting.


<PAGE> 37

                  3.2  Other  Committees.   The  Board  of  Directors,   by
resolution  adopted by a majority  of the entire  Board of  Directors,  may
designate  other  committees of directors of one or more  directors,  which
will serve at the pleasure of the Board of  Directors  and have such powers
and duties as the Board of Directors determines.

                  3.3  Rules   Applicable  to  Committees.   The  Board  of
Directors may designate one or more  directors as alternate  members of any
committee who would  otherwise  qualify under  Sections 3.1 and 3.2 hereof,
who may  replace  any absent or  disqualified  member at any meeting of the
committee.  All  action of a  committee  will be  reported  to the Board of
Directors at its next meeting. Each committee will adopt rules of procedure
and will meet as provided by those rules or by  resolutions of the Board of
Directors.

4.       OFFICERS.

                  4.1  Classes.  The  officers of the  Corporation  will be
divided  into two classes:  corporate  officers who will be officers of the
Corporation  for all  purposes  with the  powers  and  authority  for their
respective  offices  as set  forth in  Section  4.2  hereof,  and  division
officers who will be officers of the Corporation  for limited  purposes and
with limited authority for their respective offices as set forth in Section
4.3 hereof.

                  4.2   Corporate Officers.

                        4.2.1   Election. Corporate officers will be chosen
by the Board of Directors  and  may  include a  chairman, president, senior
vice president,  vice president, chief financial officer,  chief accounting
officer,  secretary,  treasurer and controller.  The Board of Directors may
also choose  additional senior  vice presidents,  vice  presidents  and one
or more  assistant  secretaries  and treasurers,  and  such  other officers
and agents as it deems necessary. Only the chairman  and  president need be
a member of the Board of Directors.

                         4.2.2 Term;  Powers.  Corporate officers will hold
their offices for such  terms as  determined by  the Board of Directors and
until their successors are  chosen and qualified.  Corporate officers  will
possess  and  may  exercise  all  the  powers  and  privileges  granted  to
officers  under  the  Delaware  General Corporation Law,  together with any
powers incidental  thereto,  including, without  limitation,  the power and
authority  to  execute and deliver by and on behalf of the Corporation  all
contracts,  agreements,  deeds,  bills of sale, leases,  mortgages,  notes,
releases, indentures, guaranties, certificates,  instruments, satisfactions
of  mortgages  and  other  documents.  Corporate officers will perform such
duties  and  have such  responsibilities as are set forth in these  By-Laws
and  as  will  be  determined  from time to time by the Board of Directors.
The  compensation  of  all corporate officers will be fixed by the Board of
Directors.


<PAGE> 38

                         4.2.3   Removal;  Vacancies.   Corporate  officers
may be removed  and vacancies  in  corporate  offices  will  be  filled  in
accordance with Article SEVENTH of the Certificate of Incorporation.

                         4.2.4   Chairman.   The chairman will be the chief
executive officer of the Corporation, will have such powers as are set forth
in Section 4.2.2 hereof, and will be responsible for the effective operation
of the  Board  of  Directors and coordinate its various activities and  the
activities of its several committees.  The  chairman  will  preside  at each
meeting of  the Board of Directors and of the Stockholders and approve  the
agenda and  guide the  deliberations of all such meetings. The chairman may
appoint, assign  duties  to, and  discharge  agents and employees, and will
perform all the duties and  have all the powers  incident  to his office or
assigned or delegated to him by the Board of Directors.

                         4.2.5   President.   The  president  will  be  the
chief operating officer of the Corporation  and will have the powers as set
forth in Section 4.2.2 hereof, and will have general  supervision over  the
business of the Corporation and over its  several  officers  with power  to
delegate  authority  and assign duties to them. The president will, in  the
absence of the chairman, preside at  meetings of the  Stockholders  and  of
the  Board  of  Directors.  The president  will  perform such  other duties
and  have  such  other   powers   incident  to  his office or  assigned  or
delegated  to him by the Board of Directors.

                         4.2.6 Senior Vice Presidents and Vice  Presidents.
The senior vice presidents and the vice  presidents will have the powers as
set forth in Section 4.2.2 hereof, and will, in the  absence or  disability
of the chairman and the  president, perform  the  duties and  exercise  the
powers  of the  chairman  and the president of the Corporation.  They  will
perform such other duties and  have  such  other  powers  as the  Board  of
Directors  may  from  time  to time prescribe.

                         4.2.7   Chief  Financial Officer.   The corporate
officer designated by the Board of Directors will be  the chief  financial
officer of the Corporation and will perform  such other  duties  and  will
have such other powers as the Board of Directors  may  from  time  to time
prescribe.

                         4.2.8   Chief   Accounting   Officer.   The vice
president,  controller  will  be  the  chief  accounting  officer  of the
Corporation  and will perform such other duties and will have such  other
powers as the Board of Directors  may from time to time prescribe.


<PAGE> 39

                         4.2.9   Secretary and AssistantSecretaries. (a)
The secretary  will  attend  all  meetings  of the Board of Directors and
all meetings of the Stockholders  and  record  all the proceedings of the
meetings of the  Stockholders  and of the Board of  Directors  in a  book
to be kept for that purpose and will perform like duties for the standing
committees when required.  The secretary will give, or cause to be given,
notice of all meetings of the  Stockholders and special  meetings of  the
Board  of  Directors,  and will  perform  such  other duties  as  may  be
prescribed  by  the Board  of  Directors or the chief executive  officer,
under whose supervision he will be. The secretary will keep in safe custody
the seal of the Corporation, and, when authorized by the Board of Directors,
affix the same to any instrument requiring it and, when so affixed, it will
be attested  by his or her signature or by the signature of the treasurer
or an assistant secretary.

                         (b)  The assistant secretaries  in  the  order of
their seniority, unless otherwise determined by the  Board  of  Directors,
will, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary.  They will perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.

                         4.2.10   Treasurer.  (a)  The treasurer will have
the custody of the corporate funds and  securities  and will keep full and
accurate accounts of receipts and disbursements in books  belonging to the
Corporation and will deposit all moneys and other valuable effects  in the
name and to the  credit of the Corporation  in such depositories as may be
designated  by the  Board of Directors.

                         (b)  The treasurer will disburse the funds of the
Corporation as may  be  ordered  by  the Board of Directors, taking proper
vouchers for such disbursements, and will render to the president and  the
Board of Directors, at its regular meetings, or when the Board of Directors
so requires, an account of all his or her transactions as treasurer and of
the  financial  condition of the Corporation.

                         (c) If  required by the Board of  Directors,  the
treasurer will give the Corporation a bond  (which  will be  renewed every
six  years)  in  such  sum  and  with  such  surety or sureties as will be
satisfactory  to the Board of Directors  for the faithful   performance of
the duties of the  treasurer's  office and  for  the  restoration  to  the
Corporation,  n case of his death, resignation, retirement or removal from
office, of  all  books,  papers,  vouchers,  money  and  other property of
whatever  kind  in   his  possession  or  under  the  treasurer's  control
belonging to the Corporation.


<PAGE> 40

                  4.3   Division Officers.

                         4.3.1   Presidents of Operations; Division Chairmen
and Division Presidents. There will be several areas of operations designated
by the president of the Corporation,  each of which will consist of one or
more divisions of the Corporation. Each such area of operations may have a
president, whose   title  will   be  president of  operations,  U.S.  Home
Corporation  (name of area of operations),  and who will be designated and
appointed by the  president of the  Corporation.  The  president   of  the
Corporation  will  also  fix the  compensation  of each such  president of
operations.  Each division  within  each area of  operations  will  have a
division  president and if designated  and  appointed  by the president of
operations,   a  division  chairman,   whose respective   titles  will  be
president  (name of division) and chairman (name of  division),  who  will
hold office for such term  as  will  be  determined  by  the  president of
operations  in charge of such  division.  The president of operations will
fix the compensation  of  each  division chairman and  division  president
within the  area of  operations  of  such   president  of  operations. All
designations  and   appointments of  presidents  of  operations,  division
chairmen and division presidents will be made by the execution and delivery
of a  written  certificate  to  such  effect.  A  vice  president  of  the
Corporation designated by the president of the Corporation to be in charge
of one or more divisions  will  have  all the  powers  of a  president  of
operations, in addition to the powers of an officer of the Corporation.

                         4.3.2   Other Officers.   Each area of operations
and each division of the Corporation may have such other officers  as will
be  designated  and  appointed  by a  president  of  operations,  division
chairman or a division  president  by executing a written  certificate  to
such  effect  and   may  include,  without  limitation,  vice  presidents,
secretaries,  controllers  and  such  other officers  and  agents  as  the
president of  operations,  division  chairman or division president in his
or her discretion will deem necessary and proper.  Such officers will hold
their  offices  for  such terms as will be determined by the  president of
operations  of  such  area  of  operations,  the division chairman  or the
division  president,  from time to  time and  until  their successors  are
chosen and qualified. Such officers will have such powers and perform such
duties as set forth in Sections 4.3.3 and 4.3.4 hereof and may be  removed
at any  time  with or  without  cause by the  president  of operations  of
such  area   of   operations,  the  division   chairman  or  the  division
president, and vacancies in such division offices  may  be  filled  at any
time as provided in this Section 4.3.2.

                         4.3.3   General    Powers.   Each   president   of
operations,  division  chairman, division  presiden   and other officers of
areas of operations and divisions will have the limited powers and authority
as an  officer of the  Corporation  subject to the  further  limitation  in
the  next  full  sentence,  to  execute  and deliver,  by and  on behalf of
the   Corporation,  all  contracts,  agreements,  deeds,  bills  of  sales,
mortgages, notes, releases, indentures, guaranties, leases, certifications,
satisfactions  of mortgage,  and  other  documents which  relate  solely to
the business,   operations and  properties of his or her area of operations
or division  and   which  require  for   valid  execution,  delivery    and
implementation under applicable law the authorization of an officer  of the

<PAGE> 41

Corporation; such officers will have the  power and authority to affix  the
corporate  seal  to any  such  documents   and  any  area of operations  or
division  secretary  or  assistant  secretary,  or  area  of  operations or
division  controller,  may   attest  thereto  by   his  or her   signature.
Notwithstanding  the  generality   of  the  foregoing, only  presidents  of
operations, division chairmen, division  presidents or vice  presidents  of
areas of operations or vice presidents of divisions will have the authority
to  approve,  execute  and  deliver,  in  the  name  and on  behalf  of the
Corporation,  contracts  for the  sale and  purchase  of real  property  or
interests  therein,  and to execute and approve any  documents,  including,
without limitation,  deeds, notes, mortgages and leases and take any action
deemed  necessary and proper by such officers in connection  with such sale
or purchase of real  property,  so long as such  transactions  or series of
related  transactions have been approved by the Asset Management  Committee
of the Corporation; provided, that no such transaction or series of related
transactions  will  exceed  $9,999,999  without  the prior  approval of the
president  of the  Corporation  or the  Board  of  Directors;  nor will any
officer of an area of  operations  or a division  therein be  authorized to
enter  into  any  contract  for  the  purchase  of any  permanent  mortgage
commitments  which  require  the  mandatory  delivery of  mortgages  or any
permanent   mortgage   commitment  which  provides  for  liability  to  the
Corporation of more than 1 percent of the amount of the commitment  without
first having  obtained the approval of the president of the  Corporation or
the chief  financial  officer of the Corporation or other senior officer of
the  Corporation.  The  authority  of officers of areas of  operations  and
divisions  set forth in this  Section  4.3.3 may be increased or reduced by
subsequent resolution of the Board of Directors.

                         4.3.4 Bank Accounts. Each president of operations,
each division chairman and each division president will have the  authority
on behalf of the Corporation and with  respect to the funds of his  area of
operations  or division to open, maintain and close  depository,   payroll,
escrow, savings and other accounts with any commercial banks,  savings  and
loan associations or  other  financial  institutions,  and,  in  connection
therewith, to  authorize  other officers  and  employees  of  such  area of
operations or division to  have  such  signatory and other  authority  with
respect  to  any  and  all  such  accounts  as  such  officer in his or her
discretion  deems  necessary  and  proper, and  to   approv  any   and  all
resolutions  required  by   such  banks,  savings and loan  associations or
other  financial  institutions  for the opening and maintenance of any such
accounts.

5.       SHARES.

                  5.1  Certificates.   The  Corporation's  shares  will  be
represented by certificates in the form approved by the Board of Directors.
Each  certificate  will be signed by the chairman,  the president or a vice
president and by the secretary or an assistant secretary,  or the treasurer
or an assistant  treasurer,  and will be sealed with the Corporation's seal
or a facsimile of the seal. Any or all of the signatures on the certificate
may be a facsimile.


<PAGE> 42

                  5.2   Transfers.   Subject  to   Article   FIFTH  of  the
Certificate  of  Incorporation,  shares  will be  transferable  only on the
Corporation's  books,  upon  surrender of the  certificate  for the shares,
properly endorsed.  The Board of Directors may require  satisfactory surety
before issuing a new  certificate to replace a certificate  claimed to have
been lost or destroyed.

                  5.3 Determination of Stockholders of Record. The Board of
Directors  may  fix,  in  advance,  a  date  as the  record  date  for  the
determination  of  Stockholders  entitled  to  notice  of or to vote at any
meeting of the  Stockholders,  or to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action. The record
date may not be more  than 60 or less than 10 days  before  the date of the
meeting or more than 60 days before any other action.

6.       MISCELLANEOUS.

                  6.1 Seal.  The Board of Directors  will adopt a corporate
seal, which will be in the form of a circle and will bear the Corporation's
name and the year and state in which it is incorporated.

                  6.2 Fiscal Year. The Board of Directors may determine the
Corporation's  fiscal year from time to time. Until changed by the Board of
Directors, the Corporation's fiscal year will be the 12-month period ending
December 31 in each year.

                  6.3  Voting of Shares  in Other  Corporations.  Shares in
other corporations which are held by the Corporation may be represented and
voted by the president or a vice  president of the  Corporation or by proxy
or proxies  appointed by one of them. The Board of Directors may,  however,
appoint another person to vote the shares.

                  6.4 Amendments. These By-Laws may be amended, repealed or
new  By-Laws  may be adopted by the  Stockholders  or by a majority  of the
Board of Directors.