<PAGE> 255

                                                        EXHIBIT 10.4

                            MARINE MIDLAND BANK

                                140 Broadway

                          New York, New York 10005
                     ----------------------------------

                               ACKNOWLEDGMENT

                                     OF

                         SATISFACTION AND DISCHARGE

                                    Of  the  Indenture  (the   "Indenture")
                  dated  as  of  November  3,  1993,   between  U.S.   Home
                  Corporation,  a Delaware  corporation (the "Company") and
                  Marine  Midland Bank, as Trustee (in such  capacity,  the
                  "Trustee");

                  This instrument of  Acknowledgment  of  Satisfaction  and
Discharge is executed this 18th day of September, 1997 by the Trustee.

                  The  entire   principal  amount  of  the  Company's  4  %
Convertible Subordinated Debentures due 2005 (the "Convertible Subordinated
Debentures")  issued  under the  Indenture  were called for  redemption  on
September 10, 1997 pursuant to Article 3 of the Indenture.

                  On  September  9,  1997,  the sum of  $72,719,402.24  was
delivered to the Trustee for the payment of the redemption price (including
accrued and unpaid  interest) on September 10, 1997 of all the  Convertible
Subordinated  Debentures not converted into shares of the Company's  common
stock, canceled or surrendered for cancellation to the Trustee prior to the
close of business on September 9, 1997.

                  THEREFORE,  the  Trustee  hereby  acknowledges  that  the
Indenture is satisfied  and,  subject to the  Company's  and the  Trustee's
continuing obligations under Sections 7.07 and 9.03 thereof, the Indenture,
and all of the Company's  obligations  under the  Convertible  Subordinated
Debentures and the Indenture are discharged as of September 10, 1997.

                                            MARINE MIDLAND BANK,
                                              as Trustee

                                            By: /s/ Charles E.Bauer
                                                ---------------------------
                                                Charles E. Bauer
                                                Vice President

(seal)

Attest: /s/ Frank J. Godino
        -------------------
        Frank J. Godino
        Assistant Vice President

<PAGE> 256
                     CERTIFICATE OF MARINE MIDLAND BANK

                  The undersigned,  Marine Midland Bank ("Marine"), Trustee
under the Indenture dated as of November 3, 1993 (the  "Indenture") of U.S.
Home  Corporation  (the  "Company"),  and Paying Agent of the Company's 4 %
Convertible  Subordinated  Debentures  due 2005,  DOES  HEREBY  CERTIFY  as
follows:
                       1.  Each  of  the   Acknowledgment   of
                           Satisfaction  and  Discharge  of  the  Indenture
                           dated September 18, 1997 and the  Acknowledgment
                           of  Receipt  of  Redemption  Price has been duly
                           executed  on  behalf of  Marine  by  Charles  E.
                           Bauer, one of its Vice Presidents, the corporate
                           seal of  Marine  has been  affixed  thereto  and
                           attested  by  Frank  J.   Godino,   one  of  its
                           Assistant  Vice  Presidents,  and  each  of said
                           Acknowledgments has been delivered by Marine.

                       2.  The  signatures   appearing   below
                           opposite  the names of Charles E. Bauer,  Robert
                           A. Conrad and Frank J. Godino are the  authentic
                           signatures, respectively, of such officers.
Name                          Officer                             Signature
Charles E. Bauer             Vice President               /s/ Charles E. Bauer
Robert A. Conrad             Vice President               /s/ Robert A. Conrad
Frank J. Godino              Assistant Vice President     /s/ Frank J. Godino

                        3. The  officers of Marine  referred to
                           above were, at the time of performing such acts,
                           and are,  at the date  hereof,  duly  elected or
                           appointed,  qualified  and  acting  officers  of
                           Marine.
                   
                       4.  Attached  hereto as  Exhibit A is a
                           true  and  correct  copy of  excerpts  from  the
                           Trustee's By-laws, as amended, which at the date
                           hereof are in full force and effect.
 

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                 IN WITNESS  WHEREOF,  Marine Midland Bank has caused this
Certificate to be executed by one of its Vice  Presidents  this 18th day of
September, 1997.

                                              MARINE MIDLAND BANK


                                              By: /s/ Robert A. Conrad
                                                  ----------------------
                                                  Robert A. Conrad
                                                  Vice President

Attest:

                  I, Frank J. Godino,  Assistant  Vice  President of Marine
Midland Bank, DO HEREBY  CERTIFY that Robert A. Conrad is Vice President of
Marine Midland Bank and that his signature  appearing  above is his genuine
signature.

                  IN WITNESS WHEREOF, I have hereunto signed my name this
18th day of September,1997.
                                              /s/ Frank J. Godino
                                                  -------------------------
                                                  Frank J. Godino
                                                  Assistant Vice President