<PAGE> 1
              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                 Form 10-Q

(Mark One)
(X)    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the quarterly period ended June 30, 1997

                                     OR

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

       For the transition period from              to                 .

                       Commission File Number 1-5899

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

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

                 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 July 31, 1997
Common stock, $.01 par value                      11,582,656 shares
<PAGE> 2
                           U.S. HOME CORPORATION
                           ---------------------

                                   INDEX
                                   -----

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

            Item 1.  Financial Statements

                     Consolidated Condensed Balance Sheets--
                     June 30, 1997 and December 31, 1996                    3

                     Consolidated Condensed Statements of
                     Operations--Three and Six Months Ended
                     June 30, 1997 and 1996                                 5

                     Consolidated Condensed Statements of
                     Cash Flows--Six Months Ended
                     June 30, 1997 and 1996                                 6

                     Notes to Consolidated Condensed Financial
                     Statements                                             7

            Item 2.  Management's Discussion and Analysis of
                     Financial Condition and Results of
                     Operations                                            11

Part II.    Other Information

            Item 4.  Submission of Matters to a Vote of Security Holders   16

            Item 5.  Other Information                                     17

            Item 6.  Exhibits and Reports on Form 8-K                      18
<PAGE> 3
PART I.  FINANCIAL INFORMATION
         ---------------------

Item 1.  Financial Statements
         --------------------

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

                                   ASSETS
                                   ------

                                                    June 30,     December 31,
                                                      1997           1996
                                                   ----------    -------------
                                                   (Unaudited)
HOUSING:
   Cash (including restricted funds) .........     $   17,282    $    8,786
   Receivables, net ..........................         62,874        28,028
   Single-Family Housing Inventories .........        732,892       709,344
   Option Deposits on Real Estate ............         80,093        70,688
   Other Assets ..............................         52,742        49,036
                                                   ----------    ----------
                                                      945,883       865,882
                                                   ----------    ----------

FINANCIAL SERVICES:
   Cash (including restricted funds) .........          5,299         4,463
   Residential Mortgage Loans ................         70,001        63,656
   Other Assets ..............................          7,888        13,410
                                                   ----------    ----------
                                                       83,188        81,529
                                                   ----------    ----------

                                                   $1,029,071    $  947,411
                                                   ==========    ==========

    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
                    ------------------------------------

                                                     June 30,     December 31,
                                                       1997           1996
                                                    -----------   ------------
   HOUSING:                                         (Unaudited) 
     Accounts Payable                               $   102,211      $ 96,594
     Accrued Expenses and Other Current
       Liabilities                                       57,138        50,972
     Revolving Credit Facility                           40,000           -
     Senior and Convertible Subordinated Debt
       and Notes Payable                                373,851       362,887
                                                     ----------      --------
                                                        573,200       510,453
                                                     ----------      --------
   FINANCIAL SERVICES:
     Accrued Expenses and Other Current
       Liabilities                                       32,177        20,854
     Revolving Credit Facility                           32,158        42,414
                                                     ----------      --------
                                                         64,335        63,268
                                                     ----------      --------

       Total Liabilities                                637,535       573,721
                                                     ----------      --------

   STOCKHOLDERS' EQUITY:
     Convertible Preferred Stock,
       $25 per share redemption value,
       authorized 84,343 shares at
       June 30,  1997 and  202,206
       shares at December 31,  1996,
       none outstanding at June 30, 1997
       and 117,863 shares at
       December 31, 1996                                    -           2,947
     Common Stock, $.01 par value, authorized
       50,000,000 shares, outstanding
       11,582,346 shares at June 30, 1997 and
       11,452,290 shares at December 31, 1996               116           114
     Capital In Excess of Par Value                     356,919       353,830
     Retained Earnings                                   39,997        18,821
     Unearned Compensation on Restricted
       Stock                                             (1,917)       (2,022)
                                                     ----------      --------
                                                        395,115       373,690
     Less Treasury Stock, at cost, 136,283
       shares of common stock at June 30, 1997           (3,579)           -
                                                     ----------        ------
       Total Stockholders' Equity                       391,536       373,690
                                                     ----------      --------
                                                     $1,029,071      $947,411
                                                     ==========      ========
    The accompanying notes are an integral part of these balance sheets.
<PAGE> 5

                   U.S. HOME CORPORATION AND SUBSIDIARIES
                   --------------------------------------
              CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
              -----------------------------------------------
               (Dollars in Thousands, Except Per Share Data)
                                (Unaudited)

<TABLE>
<CAPTION>

                                              Three Months Ended        Six Months Ended
                                                   June 30,                 June 30,
                                              --------------------   ---------------------
                                                1997       1996        1997      1996
                                               --------   --------   --------  ---------
HOUSING:
<S>                                            <C>        <C>        <C>        <C>     
  Operating Revenues .......................   $334,011   $288,428   $644,659   $556,335
                                               --------   --------   --------   --------
  Operating Costs and Expenses -
    Cost of products sold ..................    275,641    235,563    531,221    453,913
    Selling, general and administrative ....     31,203     28,090     60,890     54,742
    Interest ...............................      8,902      7,427     16,782     14,056
                                               --------   --------   --------   --------
                                                315,746    271,080    608,893    522,711
                                               --------   --------   --------   --------
  Housing Operating Income .................     18,265     17,348     35,766     33,624
                                               --------   --------   --------   --------

FINANCIAL SERVICES:
  Operating Revenues .......................      6,530      4,808     11,915      9,663
  General, Administrative and Other Expenses      4,190      3,337      8,065      7,038
                                               --------   --------   --------   --------
  Financial Services Operating Income ......      2,340      1,471      3,850      2,625
                                               --------   --------   --------   --------

CORPORATE GENERAL AND ADMINISTRATIVE .......      3,092      2,993      6,003      5,747
                                               --------   --------   --------   --------

INCOME BEFORE INCOME TAXES .................     17,513     15,826     33,613     30,502

PROVISION FOR INCOME TAXES .................      6,480      5,776     12,437     11,133
                                               --------   --------   --------   --------

NET INCOME .................................   $ 11,033   $ 10,050   $ 21,176   $ 19,369
                                               ========   ========   ========   ========

INCOME PER COMMON AND COMMON
  EQUIVALENT SHARE:
    Primary ................................   $    .92   $    .84   $   1.75   $   1.61
                                               ========   ========   ========   ========
    Fully diluted ..........................   $    .81   $    .75   $   1.56   $   1.44
                                               ========   ========   ========   ========
</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)

                                                         Six Months Ended
                                                            June 30,
                                                      -----------------------
                                                         1997         1996
                                                      ---------     ---------
Net Cash Used by Operating Activities ......          $(18,685)     $(39,188)
                                                      --------      --------

Net Cash Flows From Investing Activities:
  Increase in restricted cash ..............           (11,337)         (474)
  Proceeds from investments in mortgages ...             5,046         1,055
  Purchase of property, plant and equipment,
    net of disposals .......................            (1,506)         (985)
  Other ....................................                51          (414)
                                                      --------      --------
  Net cash used by investing activities ....            (7,746)         (818)
                                                      --------      --------

Net Cash Flows From Financing Activities:
  Proceeds from revolving credit facilities,
    net of repayments ......................            29,744       (22,083)
  Net proceeds from sale of 7.95% senior
    notes ..................................              --          73,406
  Repayment of notes and mortgage notes
    payables ...............................            (2,587)       (8,583)
  Repurchase of common stock and
    Class B warrants .......................            (2,529)         --
  Redemption of convertible preferred stock               (203)         --
                                                      --------      --------
  Net cash provided by financing activities             24,425        42,740
                                                      --------      --------
Net Increase (Decrease) in Cash ............            (2,006)        2,734
Cash At Beginning of Period ................             8,138         6,228
                                                      --------      --------
Cash At End of Period ......................          $  6,132      $  8,962
                                                      ========      ========

Supplemental Disclosure:
  Interest paid, before amount capitalized -
    Housing ................................          $ 17,073      $ 14,339
    Financial Services .....................               666           802
                                                      --------      --------
                                                      $ 17,739      $ 15,141
                                                      ========      ========
  Income taxes paid ........................          $ 15,023      $  5,179
                                                      ========      ========

      The accompanying notes are an integral part of these statements.
<PAGE> 7

                   U.S. HOME CORPORATION AND SUBSIDIARIES
                   --------------------------------------
            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
            ----------------------------------------------------
                               June 30, 1997
                               -------------
                           (Dollars in Thousands)
                                (Unaudited)

(1)  PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

        The  accompanying   consolidated  condensed  balance  sheet  as  of
        December  31, 1996,  which has been derived from audited  financial
        statements,  and the accompanying  unaudited consolidated condensed
        financial  statements have been prepared  pursuant to the rules and
        regulations  of the  Securities  and Exchange  Commission.  Certain
        information  and  note  disclosures  normally  included  in  annual
        financial statements prepared in accordance with generally accepted
        accounting  principles  have been condensed or omitted  pursuant to
        those rules and regulations. Although the Company believes that the
        disclosures  made are  adequate  to  ensure  that  the  information
        presented  is  not   misleading,   it  is   suggested   that  these
        consolidated  condensed  financial  statements  should  be  read in
        conjunction  with  the  financial   statements  and  notes  thereto
        included in the Company's latest Annual Report on Form 10-K.

        The  preparation of  consolidated  condensed  financial  statements
        requires  management to make estimates and assumptions  that affect
        the reported  amounts of assets and  liabilities  and disclosure of
        any contingent  assets and liabilities at the date of the financial
        statements and revenues and expenses  during the reporting  period.
        Management's  estimates and  assumptions  are  reflective of, among
        other  things,   prevailing  market  conditions,   expected  market
        conditions based on published economic forecasts, current operating
        strategies and the  availability of capital,  which are all subject
        to change.  Changes to the aforementioned or other conditions could
        in turn cause changes to such estimates and  assumptions  and, as a
        result, actual results could differ from the original estimates.

        In  the  opinion  of the  Company,  the  accompanying  consolidated
        condensed  financial  statements  contain all  adjustments  (all of
        which were normal and recurring  adjustments)  necessary to present
        fairly the  Company's  financial  position  as of June 30, 1997 and
        December 31, 1996 and its results of  operations  for the three and
        six month  periods  ended June 30, 1997 and 1996 and cash flows for
        the six month periods ended June 30, 1997 and 1996.

        Because  of the  seasonal  nature of the  Company's  business,  the
        results of  operations  for the three and six month  periods  ended
        June  30,  1997  and 1996  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:

                                                   June 30,     December 31,
                                                     1997           1996
                                                   --------     ------------
        Housing completed and under construction   $278,594       $280,390
        Models .................................     82,135         74,167
        Finished lots ..........................    147,311        147,893
        Land under development .................     65,739         59,840
        Land held for development or sale ......    159,113        147,054
                                                   --------       --------
                                                   $732,892       $709,344
                                                   ========       ========

(3)  REVOLVING CREDIT FACILITIES, SENIOR AND CONVERTIBLE SUBORDINATED DEBT
     AND NOTES PAYABLE

        Housing -

        Revolving credit facility, senior and convertible subordinated debt
        and notes payable consist of the following:

                                                  June 30,     December 31,
                                                    1997           1996
                                                ----------     -------------
           Revolving credit facility ......      $ 40,000         $   -
                                                 --------         --------

           7.95% Senior notes due 2001 ....        75,000           75,000
           9.75% Senior notes due 2003 ....       200,000          200,000
           4.875% Convertible subordinated
             debentures due 2005 ..........        80,000           80,000
           Notes and mortgage notes payable        18,851            7,887
                                                 --------         --------
                                                  373,851          362,887
                                                 --------         --------
                                                 $413,851         $362,887
                                                 ========         ========

        The Company has an unsecured revolving credit facility (the "Credit
        Facility"),  which was amended and restated on May 28, 1997, with a
        group of banks.  The Credit Facility  provides for borrowings up to
        $130,000,  of which up to $20,000  may be used for letter of credit
        obligations,  subject to a borrowing base limitation. Upon approval
        of the agent bank, the borrowings  under the Credit Facility may be
        increased,  in  multiples  of  $10,000,  to a maximum of  $180,000,
        either by having  additional banks (which have been approved by the
        Company)  become  lenders or by having one or more of the  existing
        banks,  with the  approval of the  Company,  increase the amount of
        their  commitment.  The amount  available for  borrowing  under the
        Credit  Facility is based on housing  inventories,  land,  finished

<PAGE> 9

        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  June  30,  1997,  $84,185  of  the  Credit  Facility
        commitment was available for borrowing. Borrowings bear interest at
        a  premium  over  the  London  Interbank  Offered  Rate 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.

        During  1997,  the  Company  purchased  land in one transaction for
        approximately $15,654, of which $13,151 was financed by the seller.
        The financed portion of this purchase  was  treated as  a  non-cash
        transaction for purposes of the consolidated condensed statements
        of cash flows.

        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, as amended, (the "Mortgage Credit Facility") secured
        by  residential  mortgage loans and mortgage notes  receivable.  The
        Mortgage Credit Facility is not guaranteed  by the Company,  matures
        on August 31, 1997 and  bears  interest at a premium over the London
        Interbank Offered Rate. The  Mortgage  Credit  Facility  has been in
        place since 1992 and has been renewed on various terms and conditions
        on  an  annual  basis  and the Company  expects it to be extended or
        replaced by a credit  facility  similar  to  its present  terms  and
        conditions.  However,  there can be no assurance that  the  Mortgage
        Credit Facility will be extended or replaced.


<PAGE> 10

(4)  INTEREST

        A summary of housing  interest for the three and six month  periods
        ended June 30, 1997 and 1996 follows:
                                                          Three Month Period
                                                          ------------------
                                                           1997        1996
                                                        ---------    --------
        Capitalized at beginning of period ........      $ 59,239    $ 61,184
        Capitalized ...............................         8,980       8,388
        Previously capitalized interest included in
          interest expense ........................        (8,902)     (7,427)
        Other .....................................            79          20
                                                         --------    --------
        Capitalized at end of period ..............      $ 59,396    $ 62,165
                                                         ========    ========

                                                           Six Month Period
                                                           ----------------
                                                           1997         1996
                                                        ---------    --------
        Capitalized at beginning of period ........      $ 58,566    $ 59,898
        Capitalized ...............................        17,555      16,327
        Previously capitalized interest included in
          interest expense ........................       (16,782)    (14,056)
        Other .....................................            57          (4)
                                                         --------    --------
        Capitalized at end of period ..............      $ 59,396    $ 62,165
                                                         ========    ========

       Interest  expense  relating to financial  services for the three and
       six month periods ended June 30, 1997 and 1996, which is included in
       "general,  administrative  and other  expenses" in the  accompanying
       consolidated condensed statements of operations, follows:

                                                      1997          1996
                                                   --------       -------
             Three month period                      $  354        $  364
             Six month period                           663           825

(5)  INCOME PER SHARE

        The  following   weighted  average  number  of  common  and  common
        equivalent  shares  was used to  compute  income  per share for the
        three and six month periods ended June 30, 1997 and 1996:

                              Three Month Period          Six Month Period
                              -------------------       ------------------
                               1997          1996       1997          1996
                            ----------   ----------   ----------   ----------
           Primary          12,057,084   12,009,926   12,098,394   12,067,432
           Fully diluted    14,368,092   14,263,447   14,384,546   14,320,953


<PAGE> 11

        The weighted average number of common and common  equivalent shares
        outstanding  for primary  income per share  includes  the  dilutive
        effect of the convertible  redeemable preferred stock (all of which
        had been  converted  to common  stock or  redeemed  as of March 18,
        1997)  and  Class B  warrants  and the  assumed  exercise  of stock
        options.  Fully  diluted  income  per share  includes  the  assumed
        conversion of the convertible subordinated debentures.

       During April 1997, the Company's  Board of Directors  authorized the
       repurchase of up to 750,000  shares of  outstanding  common stock or
       Class B warrants,  in the  aggregate,  from time to time in the open
       market and/or in private  transactions as market conditions  permit.
       The program is being initiated as a systematic and rational approach
       to  avoid  the  future  dilutive  impact  from the  exercise  of the
       outstanding  Class B  warrants  that  expire  on June 21,  1998.  In
       addition to the open market  repurchase  of common stock and Class B
       warrants,  the Board of Directors  authorized an odd lot  repurchase
       program for holders of less than 100 shares of the Company's  common
       stock.  Through June 30, 1997, the Company had  repurchased  136,283
       shares of common stock  (including  48,283 odd lot shares) and 8,100
       Class B warrants for  aggregate  purchase  prices of $3,579 and $60,
       respectively.  The cost of the repurchased  shares has been included
       in  "Treasury  Stock" and the cost of the  repurchased  warrants has
       been  deducted  from  "Capital  in  Excess  of  Par  Value"  in  the
       accompanying consolidated condensed balance sheets.

(6)  NEW PRONOUNCEMENT

       In  June  1997, the  Financial  Accounting  Standards  Board  issued
       Statement  of  Financial  Accounting  Standards  No. 130,  Reporting
       Comprehensive  Income  ("SFAS  No.  130").  For  the  Company,  SFAS
       No. 130 will be effective for  the  year  beginning January 1, 1998.
       SFAS No. 130 establishes standards for the reporting of comprehensive
       income  in  a  company's  financial statements. Comprehensive income
       includes  all  changes  in a company's equity during the period that
       result  from  transactions  and  other  economic  events  other than
       transactions with its stockholders.

       The Company has not completed its analysis of the impact of this new
       pronouncement; however, based on its preliminary review, the Company
       believes the  implementation  of the provisions of SFAS No. 130 will
       not affect its current  financial  reporting because the Company has
       not had any comprehensive income other than net income.


<PAGE> 12


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):

                                    Three Months Ended      Six Months Ended
                                          June 30,              June 30,
                                    -------------------   -------------------
                                     1997        1996       1997       1996
                                    --------   --------   --------   --------
Revenues -
   Single-family homes ..........   $329,697   $285,833   $638,510   $550,558
   Land and other ...............      4,314      2,595      6,149      5,777
                                    --------   --------   --------   --------
     Total ......................   $334,011   $288,428   $644,659   $556,335
                                    ========   ========   ========   ========

Single-family homes -
   Gross margin amount ..........   $ 58,154   $ 52,362   $112,979   $101,259
   Gross margin percentage ......       17.6%      18.3%      17.7%      18.4%
   Units delivered ..............      1,930      1,722      3,799      3,365
   Average sales price ..........   $170,800   $166,000   $168,100   $163,600
   New orders taken .............      1,923      1,779      4,663      4,478
   Backlog at end of period .....      3,902      3,844

Selling, general and
   administrative expenses as a
   percentage of housing revenues        9.3%       9.7%       9.4%       9.8%

Interest -
   Paid or accrued ..............   $  8,980   $  8,388   $ 17,555   $ 16,327
   Percentage capitalized .......      100.0%     100.0%     100.0%     100.0%
   Previously capitalized
     interest included in
     interest expense ...........   $  8,902   $  7,427   $ 16,782   $ 14,056
   Percentage of housing revenues        2.7%       2.6%       2.6%       2.5%



<PAGE> 13

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

Revenues  from  sales of  single-family  homes  for the three and six month
periods ended June 30, 1997 increased 15% and 16% compared to the three and
six month periods ended June 30, 1996. The increases  resulted from 12% and
13% increases in the number of housing units  delivered and 3% increases in
the average sales price for both periods.

New orders  taken for the three and six month  periods  ended June 30, 1997
increased  8% and 4%  compared  to the same  periods in 1996.  See Part II,
"Item 5 - Other  Information"  on page 17 for a table of unit  activity  by
market for the three and six month periods ended June 30, 1997 and 1996.

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

The decreases in the gross margin  percentages  for the three and six month
periods  ended June 30, 1997 from the same  periods in 1996 were  primarily
attributable  to increased use of sales price  incentives  caused by a more
competitive housing environment.

In June 1997, the Company decided to withdraw from the Indianapolis housing
market because an acceptable  level of operations had not been achieved and
recorded  a  $1.0  million   provision   for  the   write-down  of  certain
Indianapolis  housing,  land and marketing  assets to their fair value. The
gross  margins for the three and six month  periods  ended June 30, 1997 in
the table on page 11 exclude the effect of the provision  provided for this
market withdrawal.  Gross margin  percentages  including the provision were
17.4% and 17.6% for the three and six month periods ended June 30, 1997.

While  gross  margins  remained  under  pressure in the first six months of
1997,  margins on housing units delivered  during the second quarter showed
improvement.  The Company  expects that the operating  margins in the third
and  fourth  quarters  of 1997 will  exceed  those in the first half of the
year.  However,  there can be no assurance margins will continue to improve
because  they may be  adversely  affected by future  events,  including   a
change in the competitive housing environment and increases in construction
labor and material costs.

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

As a percentage of housing revenues,  selling,  general and  administrative
expenses for the three and six month periods ended June 30, 1997  decreased
when  compared to the same  periods in 1996.  Actual  selling,  general and
administrative  expenses for the three and six month periods ended June 30,
1997  increased  $3.1 million and $6.1  million  when  compared to the same
periods  in  1996.  These  increases  were  attributable  to  increases  in
volume-related  expenses resulting from the increases in deliveries in 1997
when  compared  to  1996  and  increases  in  other  selling,  general  and
administrative expenses resulting from increased activities.


<PAGE> 14

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

Interest paid or accrued for the three and six month periods ended June 30,
1997  increased  approximately  7% and 8% compared  to the same  periods in
1996.  The  increase  in the three  month  period  ended June 30,  1997 was
primarily  due  to  increased  borrowings  under  the  Company's  unsecured
revolving credit facility  ("Credit  Facility"),  while the increase in the
six  month  period  ended  June 30,  1997 was  primarily  due to  increased
borrowings  under the Credit  Facility and the sale of the Company's  7.95%
senior notes in February 1996.

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.
Capitalized  interest  amounts charged to interest expense in the three and
six month periods ended June 30, 1997 were greater than the same periods in
1996  primarily  due to  the  increases  in the  number  of  housing  units
delivered  and higher  average debt levels,  offset in part by increases in
the amount of housing assets qualifying for interest capitalization.

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

Revenues -
----------

Revenues for the financial  services segment for the periods indicated were
as follows (dollars in thousands):
                                         Three Months         Six Months
                                            Ended               Ended
                                           June 30,            June 30,
                                     ------------------  ------------------
                                      1997        1996    1997       1996
                                     --------   -------  -------   --------
 U.S. Home Mortgage Corporation and
   Subsidiary                         $ 5,569   $ 3,993  $ 9,956   $ 7,827

 Other financial services operations      961       815    1,959     1,836
                                      -------   -------  -------   -------
                                      $ 6,530   $ 4,808  $11,915   $ 9,663
                                      =======   =======  =======   =======

Approximately  82% and 81% of the housing units delivered by the Company in
the three and six month  periods  ended June 30, 1997 and 84%  delivered by
the  Company in both the three and six month  periods  ended June 30,  1996
were  purchased  using  mortgage  financing.  Of the  total  housing  units
financed,  77% and 72% were  financed  by U.S.  Home  Mortgage  Corporation
("Mortgage")  for the three  and six  month  periods  ended  June 30,  1997
compared to 60% and 61% for the three and six month  periods ended June 30,
1996.


<PAGE> 15

The  increases in  Mortgage's  revenues for the three and six month periods
ended June 30, 1997 when  compared to the three and six month periods ended
June  30,  1996  were  primarily  due  to the  increase  in  mortgage  loan
originations  and  income  from the sale of  mortgage  loans and  servicing
rights.

                                   Other
                                   -----

Corporate General and Administrative -
--------------------------------------

Corporate  general  and  administrative  includes  the  operations  of  the
Company's  corporate  office.  As a  percentage  of  total  revenues,  such
expenses  were .9% for both the three and six month  periods ended June 30,
1997 and were 1.0% for both the three and six month  periods ended June 30,
1996.  Actual corporate general and  administrative  expenses for the three
and six month  periods  ended  June 30,  1997 were  $3.1  million  and $6.0
million,  compared to $3.0  million and $5.7  million for the three and six
month  periods  ended June 30, 1996.  The  increases in 1997 over 1996 were
primarily due to increased payroll costs.

Financial Condition and Liquidity
---------------------------------

                                  Housing
                                  -------

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.

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. 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, primarily in its affordable and move-up home
communities,  which enable the Company to initially  pay a small portion of
the total lot cost and then  purchase  the lots on a scheduled  basis.  The
increase in land  inventories in 1997 from 1996 was primarily the result of
increased  activities,  including the increased activities in the Company's
retirement and active-adult communities.

The Company has financed,  and expects to continue to finance,  its working
capital needs from  operations and  borrowings,  including those made under
the Credit Facility.  The Credit Facility (and previous credit  facilities)
have enabled the Company to meet peak operating  needs. See Note 3 of Notes
to Consolidated Condensed Financial Statements.


<PAGE> 16

The net cash  provided or used by the  operating,  investing  and financing
activities of the housing  operations  for the six month periods ended June
30, 1997 and 1996 is summarized below (dollars in thousands):

                                              1997            1996
                                           ---------        ---------
      Net cash provided (used) by:
        Operating activities ........      $(28,194)        $(39,655)
        Investing activities ........       (12,417)          (1,956)
        Financing activities ........        34,681           48,823
                                           --------         --------
      Net increase (decrease) in cash      $ (5,930)        $  7,212
                                           ========         ========

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
1997 used less cash than 1996 primarily due to increased  profitability and
a decrease in construction and land asset activities, offset in part by the
timing of payments  related to these  activities and an increase in housing
proceeds receivables.

Cash  flow  from  investing  activities  for 1997  used more cash than 1996
primarily due to an increase of $11.3 million in restricted  cash, of which
$11.0  million  was an  escrow  deposit  for the  purchase  of  land  for a
retirement and active-adult community which closed in July 1997.

Cash  flow  from  housing  financing  activities  for  1997  provided  cash
primarily from net borrowings under the Credit Facility while 1996 provided
cash  reflecting  the sale of the  Company's  7.95%  senior  notes,  offset
primarily  by the  repayment  of the  outstanding  amount  under the Credit
Facility.

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

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

Mortgage's  activities  represent a  substantial  portion of the  financial
services  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.


<PAGE> 17

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 1997 provided more
cash  compared to 1996  primarily  due to increased  profitability  and the
timing of payments related to Mortgage's origination activities.

The Company  finances its  financial  services  operations  primarily  from
internally  generated  funds,  such as from  the  origination  and  sale of
residential  mortgage loans and related  servicing  rights,  and short-term
debt. As more fully discussed in Note 3 of Notes to Consolidated  Condensed
Financial Statements, the short-term debt consists of a $65 million secured
revolving line of credit (the "Mortgage Credit  Facility") which matures on
August 31,  1997.  While the Mortgage  Credit  Facility  contains  numerous
convenants,  including  a debt to  tangible  net worth  ratio and a minimum
tangible net worth  requirement,  these  convenants 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.


<PAGE> 18

Part II.  OTHER INFORMATION
          -----------------


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

         The annual  meeting of  stockholders  of the  Company  was held on
         April 23,  1997.  The  following  persons were  re-elected  to the
         Company's  Board of  Directors  to hold  office  until the  annual
         meeting  of  stockholders  in  1998  and  until  their  respective
         successors are duly elected and qualified:

                 Director                      In Favor             Withheld
           ----------------------             ----------           ---------
           Glen Adams                         8,650,716               63,302
           Steven G. Gerard                   8,677,385               36,633
           Kenneth J. Hanau, Jr.              8,676,279               37,739
           Isaac Heimbinder                   8,677,173               36,845
           Malcolm T. Hopkins                 8,676,859               37,159
           Jack L. McDonald                   8,677,097               36,921
           Charles A. McKee                   7,633,154            1,080,864
           George A. Poole, Jr.               8,658,528               55,490
           Herve Repault                      8,677,275               36,743
           James W. Sight                     8,676,936               37,082
           Robert J. Strudler                 8,676,729               37,289


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

         (a)   the Company's 1997 Employees' Stock Option Plan; and

         (b)   the  ratification of the appointment of Arthur Andersen LLP,
               independent  public  accountants,  to examine the  Company's
               financial statements for 1997.

         The votes of the  Company's  stockholders  on these  items were as
         follows:

                                                                  Broker
           Item      In Favor      Opposed        Abstained      Non-Vote
           ----     ---------      -------       ----------     ---------
           (a)      8,365,060      332,536           16,422          -
           (b)      8,678,648       28,185            7,185          -


<PAGE> 19


Item 5.  Other Information
         -----------------

     Additional Operating Data -

        The following  table provides  information  (expressed in number of
        housing  units) with  respect to new orders  taken,  deliveries  to
        purchasers  of  single-family  homes and  backlog  by state for the
        three and six month periods ended June 30, 1997 and 1996:

              States                 New Orders          Deliveries
         --------------------      --------------      --------------
                                   1997      1996      1997      1996
                                   ----      ----      ----      ----
         Three Month Period -
         Arizona .........          225       224       193       243
         California ......          150       157       167       119
         Colorado ........          215       207       395       294
         Florida .........          603       481       578       493
         Indiana/Ohio ....           34        48        40        28
         Maryland/Virginia           99       129        87        80
         Minnesota .......          136        88        75        81
         Nevada ..........           70       103        97       109
         New Jersey ......          120       100        85       111
         Texas ...........          271       242       213       164
                                  -----     -----     -----     -----
                                  1,923     1,779     1,930     1,722
                                  =====     =====     =====     =====

<TABLE>
<CAPTION>
              States                 New Orders          Deliveries           Backlog
         ------------------       ---------------     ---------------     ---------------
                                   1997      1996      1997      1996      1997      1996
                                   ----      ----      ----      ----      ----      ----
         Six Month Period -
         <S>                      <C>       <C>       <C>       <C>       <C>       <C>
         Arizona .......            476       494       400       516       345       363
         California ....            347       317       281       231       215       197
         Colorado ......            753       817       739       556       655       723
         Florida .......          1,554     1,328     1,199     1,062     1,388     1,252
         Indiana/Ohio ..             78       125        85        60        77       127
         Maryland/Virginia          215       237       162       153       153       197
         Minnesota .....            239       191       122       145       224       165
         Nevada ........            178       238       192       187       120       170
         New Jersey ....            251       271       203       171       227       283
         Texas .........            572       460       416       284       498       367
                                  -----     -----     -----     -----     -----     -----
                                  4,663     4,478     3,799     3,365     3,902     3,844
                                  =====     =====     =====     =====     =====     =====
</TABLE>


<PAGE> 20

     Cautionary Disclosure Regarding Forward-Looking Statements -

        Certain   statements  in  the  Company's   press   releases,   oral
        communications   and  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 the Private
        Securities  Litigation  Reform Act of 1995.  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, 1996.




<PAGE> 21


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

    (a)   Exhibits

          Exhibit 10.1 - Amended and Restated Credit Agreement, dated
                         as of May 28, 1997, between U.S. Home
                         Corporation and The First National Bank of
                         Chicago, as Agent

          Exhibit 10.2 - Fourth Amendment to First Amended and Restated
                         Warehousing Credit and Security Agreement (single
                         family mortgage loans), dated as of June 25, 1997
                         between U.S. Home Mortgage Corporation and
                         Residential Funding Corporation

          Exhibit 11   - Computation of Income Per Common Share

          Exhibit 27   - Financial Data Schedule

    (b)   Reports on Form 8-K

          No  Current  Report on Form 8-K was filed by the  Company  during
          April, May or June 1997.


<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:  August 4, 1997                    /s/ Isaac Heimbinder
                                         --------------------
                                         Isaac Heimbinder
                                         President, Co-Chief Executive
                                         Officer and Chief Operating
                                         Officer



Date:  August 4, 1997                    /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    Amended and Restated Credit Agreement, dated as of
        May 28, 1997, between U.S. Home Corporation and
        The First National Bank of Chicago, as Agent                  24

10.2    Fourth Amendment to First Amended and Restated
        Warehousing Credit and Security Agreement (single
        family mortgage loans), dated as of June 25, 1997
        between U.S. Home Mortgage Corporation and
        Residential Funding Corporation                              158

11      Computation of Income Per Common Share                       164

27      Financial Data Schedule                                      166