<PAGE>1

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


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

       For the quarterly period ended March 31, 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 April 30, 1997
Common stock, $.01 par value                 11,578,833 shares


<PAGE> 2

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

                                   INDEX
                                   -----

                                                                  Page
                                                                 Number
Part I.     Financial Information

            Item 1.  Financial Statements

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

                     Consolidated Condensed Statements of
                     Operations--Three Months Ended
                     March 31, 1997 and 1996                          5

                     Consolidated Condensed Statements of
                     Cash Flows--Three Months Ended
                     March 31, 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.   Item 5.   Other Information                               15

           Item 6.   Exhibits and Reports on Form 8-K                16

<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
                                   ------

                                                     March 31,    December 31,
                                                       1997           1996
                                                     ---------    ------------
                                                     (Unaudited)
HOUSING:
   Cash (including restricted funds) .............   $ 14,113       $  8,786
   Receivables, net ..............................     44,602         28,028
   Single-Family Housing Inventories .............    704,502        709,344
   Option Deposits on Real Estate ................     82,039         70,688
   Other Assets ..................................     52,242         49,036
                                                     --------       --------
                                                      897,498        865,882
                                                     --------       --------

FINANCIAL SERVICES:
   Cash (including restricted funds) .............      4,906          4,463
   Residential Mortgage Loans ....................     56,834         63,656
   Other Assets ..................................     12,442         13,410
                                                     --------       --------
                                                       74,182         81,529
                                                     --------       --------

                                                     $971,680       $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
                    ------------------------------------

                                                      March 31,    December 31,
                                                        1997          1996
                                                     -----------   ------------
                                                     (Unaudited)
HOUSING:                                         
  Accounts Payable ...............................   $  98,056      $  96,594
  Accrued Expenses and Other Current
    Liabilities ..................................      59,066         50,972
  Revolving Credit Facility ......................      13,000           --
  Senior and Convertible Subordinated Debt
    and Notes Payable ............................     360,386        362,887
                                                     ---------      ---------
                                                       530,508        510,453
                                                     ---------      ---------
FINANCIAL SERVICES:
  Accrued Expenses and Other Current
    Liabilities ..................................      25,037         20,854
  Revolving Credit Facility ......................      32,235         42,414
                                                     ---------      ---------
                                                        57,272         63,268
                                                     ---------      ---------

    Total Liabilities ............................     587,780        573,721
                                                     ---------      ---------

STOCKHOLDERS' EQUITY:
  Convertible Preferred Stock, $25 per
    share redemption value, authorized
    84,343 shares at March 31, 1997 and
    202,206 shares at December 31, 1996,
    outstanding none at March 31, 1997
    and 117,863 shares at December 31, 1996 ......        --            2,947
  Common Stock, $.01 par value, authorized
    50,000,000 shares, outstanding
    11,574,018 and 11,452,290 shares at
    March 31, 1997 and December 31, 1996 .........         116            114
  Capital In Excess of Par Value .................     356,770        353,830
  Retained Earnings ..............................      28,964         18,821
  Unearned Compensation on Restricted
    Stock ........................................      (1,950)        (2,022)
                                                     ---------      ---------
    Total Stockholders' Equity ...................     383,900        373,690
                                                     ---------      ---------
                                                     $ 971,680      $ 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)

                                                        Three Months Ended
                                                             March 31,
                                                       ---------------------
                                                         1997         1996
                                                       --------     --------
HOUSING:
  Operating Revenues .............................     $310,648     $267,907
                                                       --------     --------
  Operating Costs and Expenses -
    Cost of products sold ........................      255,580      218,350
    Selling, general and administrative ..........       29,687       26,652
    Interest .....................................        7,880        6,629
                                                       --------     --------
                                                        293,147      251,631
                                                       --------     --------
  Housing Operating Income .......................       17,501       16,276
                                                       --------     --------

FINANCIAL SERVICES:
  Operating Revenues .............................        5,385        4,855
  General, Administrative and Other Expenses .....        3,875        3,701
                                                       --------     --------
  Financial Services Operating Income ............        1,510        1,154
                                                       --------     --------

CORPORATE GENERAL AND ADMINISTRATIVE .............        2,911        2,754
                                                       --------     --------

INCOME BEFORE INCOME TAXES .......................       16,100       14,676

PROVISION FOR INCOME TAXES .......................        5,957        5,357
                                                       --------     --------

NET INCOME .......................................     $ 10,143     $  9,319
                                                       ========     ========

INCOME PER COMMON AND COMMON
  EQUIVALENT SHARE:
    Primary ......................................     $    .84     $    .77
                                                       ========     ========
    Fully diluted ................................     $    .75     $    .69
                                                       ========     ========

      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)

                                                        Three Months Ended
                                                            March 31,
                                                       ----------------------
                                                          1997        1996
                                                       ---------   --------

Net Cash Provided (Used) by Operating
  Activities .......................................   $  5,419      $(18,210)
                                                       --------      --------

Net Cash Flows From Investing Activities:
  Purchase of property, plant and equipment,
    net of disposals ...............................       (643)         (573)
  Proceeds from investments in mortgages ...........        761           774
  Decrease (Increase) in restricted cash ...........        209          (330)
  Other ............................................         10          (262)
                                                       --------      --------
  Net cash provided (used) by investing
    activities .....................................        337          (391)
                                                       --------      --------

Net Cash Flows From Financing Activities:
  Proceeds from revolving credit facilities,
    net of repayments ..............................      2,821       (27,581)
  Net proceeds from sale of 7.95% senior
    notes ..........................................       --          73,406
  Repayment of notes and mortgage notes
    payables .......................................     (2,500)       (6,803)
  Redemption of convertible preferred stock ........        (98)         --
                                                       --------      --------
  Net cash provided by financing activities ........        223        39,022
                                                       --------      --------
Net Increase in Cash ..............................       5,979        20,421
Cash At Beginning of Period ........................      8,138         6,228
                                                       --------      --------
Cash At End of Period ..............................   $ 14,117      $ 26,649
                                                       ========      ========

Supplemental Disclosure:
  Interest paid, before amount capitalized -
    Housing ........................................   $  4,319      $  1,833
    Financial Services .............................        336           416
                                                       --------      --------
                                                       $  4,655      $  2,249
                                                       ========      ========
  Income taxes paid ................................   $  4,557      $    373
                                                       ========      ========

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

                   U.S. HOME CORPORATION AND SUBSIDIARIES
                   --------------------------------------
            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
            ----------------------------------------------------
                               March 31, 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 March 31, 1997 and
        December 31, 1996 and its results of operations  and cash flows for
        the three month periods ended March 31, 1997 and 1996.

        Because  of the  seasonal  nature of the  Company's  business,  the
        results of  operations  for the three month periods ended March 31,
        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:

                                                     March 31,   December 31,
                                                       1997          1996
                                                    ----------   ------------
        Housing completed and under construction     $270,401     $280,390
        Models                                         79,653       74,167
        Finished lots                                 160,992      147,893
        Land under development                         46,613       59,840
        Land held for development or sale             146,843      147,054
                                                     --------     --------
                                                     $704,502     $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:
                                                 March 31,     December 31,
                                                   1997            1996
                                                -----------    ------------
        Revolving credit facility ...........     $ 13,000         $   --
                                                  --------        --------

        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 ....        5,386           7,887
                                                  --------        --------
                                                   360,386         362,887
                                                  --------        --------
                                                  $373,386        $362,887
                                                  ========        ========

        The Company has an unsecured revolving credit facility (the "Credit
        Facility") with a group of banks.  The Credit Facility  provides up
        to a maximum of  $130,000,  of which up to $20,000  may be used for
        letter  of  credit   obligations,   subject  to  a  borrowing  base
        limitation.  The amount  available for  borrowing  under the Credit
        Facility is based on housing  inventories,  land, finished lots and
        closing  proceeds  receivable  less  the  outstanding  senior  debt
        borrowings (as defined),  including  amounts  outstanding under the
        Credit  Facility;  as  the  amount  invested  in  these  categories
        changes,  the  amount of  available  borrowings  will  increase  or

<PAGE> 9

        decrease.  At March  31,  1997,  $111,764  of the  Credit  Facility
        commitment was available for borrowing. Borrowings bear interest at
        a premium  over the  Eurodollar  rate or the rate  announced by the
        agent bank. The Credit Facility,  as amended,  expires on September
        29,  1999,  but may be extended  annually 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.

        Financial Services -

        Financial   Services  revolving  credit  facility  consists  of  an
        agreement  with  a  financial  institution  whereby  the  Company's
        mortgage  banking  subsidiary,   U.S.  Home  Mortgage   Corporation
        ("Mortgage"),  may borrow up to $45,000  under a revolving  line of
        credit (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.


   (4)  INTEREST

        A summary  of  housing  interest  for the three month periods ended
        March 31, 1997 and 1996 follows:
                                                   1997            1996
                                                ---------        ---------
        Capitalized at beginning of period      $ 58,566          $ 59,898
        Capitalized                                8,575             7,939
        Previously capitalized interest
          included in interest expense            (7,881)           (6,629)
        Other                                        (21)              (24)
                                                 --------         --------
        Capitalized at end of period             $ 59,239         $ 61,184
                                                 ========         ========

        Interest expense relating to financial  services for the three month
        periods   ended   March  31,  1997  and  1996  was  $309  and  $461,
        respectively, and is included in "general,  administrative and other
        expenses" in the accompanying  consolidated  condensed statements of
        operations.


<PAGE> 10

  (5)   INCOME PER SHARE

        The  following   weighted  average  number  of  common  and  common
        equivalent  shares  were used to  compute  income per share for the
        three month periods ended March 31, 1997 and 1996:

                                                  1997         1996
                                               ----------   ----------
            Primary                            12,141,296   12,115,484
            Fully diluted                      14,394,817   14,369,005

        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.

        In February 1997, the Financial  Accounting  Standards Board issued
        Statement  of  Accounting  Standards  No. 128,  Earnings  Per Share
        ("SFAS No. 128").  For the Company,  SFAS No. 128 will be effective
        for the year ended  December 31, 1997.  SFAS No. 128 simplifies the
        standards  required  under current  accounting  rules for computing
        earnings  per  share  and  replaces  the  presentation  of  primary
        earnings  per share and fully  diluted  earnings  per share  with a
        presentation  of basic earnings per share ("basic EPS") and diluted
        earnings per share ("diluted EPS"). Basic EPS excludes dilution and
        is determined by dividing income  available to common  stockholders
        by the weighted average number of common shares  outstanding during
        the period.  Diluted EPS reflects the potential dilution that could
        occur if securities (such as the Company's convertible subordinated
        debentures)  and other contracts to issue common stock (such as the
        Company's Class B warrants) were exercised or converted into common
        stock.  Diluted EPS is computed similarly to fully diluted earnings
        per share under current accounting rules.

        The  implementation  of  SFAS  No.  128 is not  expected  to have a
        material  effect on the  Company's  reported  earnings per share as
        determined under current accounting rules.

        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.


<PAGE> 11
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
                                                             March 31,
                                                      -----------------------
                                                        1997           1996
                                                      --------      --------
Revenues -
   Single-family homes ..........................     $308,813      $264,725
   Land and other ...............................        1,835         3,182
                                                      --------      --------
     Total ......................................     $310,648      $267,907
                                                      ========      ========

Single-family homes -
   Gross margin amount ..........................     $ 54,825      $ 48,897
   Gross margin percentage ......................         17.8%         18.5%
   Units delivered ..............................        1,869         1,643
   Average sales price ..........................     $165,200      $161,100
   New orders taken .............................        2,740         2,699
   Backlog at end of period .....................        3,909         3,787

Selling, general and administrative expenses
   as a percentage of housing revenues ..........          9.6%          9.9%

Interest -
   Paid or accrued ..............................     $  8,575      $  7,939
   Percentage capitalized .......................        100.0%        100.0%
   Previously capitalized
     interest included in interest expense ......     $  7,881      $  6,629
   Percentage of housing revenues ...............          2.5%          2.5%

Revenues and Gross Margin -
---------------------------

Revenues from sales of single-family homes for the three month period ended
March 31, 1997 increased 17% compared to the three month period ended March
31, 1996. The increase resulted primarily from a 14% increase in the number
of housing units delivered.

The  decrease in the gross  margin  percentage  for the three month  period
ended  March  31,  1997  from  the  same  period  in  1996  was   primarily
attributable to sales price incentives  caused by an increased  competitive
housing environment.

New orders taken for the three month period ended March 31, 1997  increased
2%  compared  to the  same  period  in 1996.  See Part II,  "Item 5 - Other
Information"  on page 15 for a table of unit  activity  by  market  for the
three month periods ended March 31, 1997 and 1996.

<PAGE> 12


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

As a percentage of housing revenues,  selling,  general and  administrative
expenses  for the three month period  ended March 31, 1997  decreased  when
compared  to  the  same  period  in  1996.  Actual  selling,   general  and
administrative  expenses for 1997 increased $3.0 million  compared to 1996.
This  increase was  attributable  to increases in  volume-related  expenses
($1.2  million)  resulting  from the  increase in  deliveries  in 1997 when
compared to 1996 and increases in other selling, general and administrative
expenses resulting from increased activities.

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

Interest  paid or accrued for the three month  period  ended March 31, 1997
increased  approximately  8%  compared  to the same  period  in 1996.  This
increase was primarily due to 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 one year 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 month
period  ended  March 31,  1997 were  greater  than the same  period in 1996
primarily due to the increase in the number of housing units  delivered and
higher average debt levels,  offset in part by an increase 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
                                                          Ended
                                                         March 31,
                                                    --------------------
                                                      1997        1996
                                                    -------      -------
      U.S. Home Mortgage Corporation and
        Subsidiary                                  $ 4,387      $ 3,834
      Other financial services operations               998        1,021
                                                    -------      -------
                                                    $ 5,385      $ 4,855
                                                    =======      =======


<PAGE> 13

Approximately  80% of the  housing  units  delivered  by the Company in the
three months  ended March 31, 1997 and 83%  delivered by the Company in the
three  months  ended  March 31,  1996 were  purchased  with the buyer using
mortgage financing.  Of the total housing units financed, 67% were financed
by U.S. Home Mortgage  Corporation  ("Mortgage") for the three months ended
March 31, 1997 compared to 61% for the three months ended March 31, 1996.

The increase in Mortgage's  revenues for the three month period ended March
31, 1997 when  compared to the three month  period ended March 31, 1996 was
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% and 1.0% for the three month periods ended March 31, 1997
and  1996,  respectively.   Actual  corporate  general  and  administrative
expenses  for 1997 total $2.9  million,  compared to $2.8 million for 1996.
The increase  for 1997 over 1996 was  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 (see below).

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.


<PAGE> 14

The Company has financed,  and expects to continue to finance,  its working
capital needs from  operations and  borrowings,  including those made under
the Company's unsecured revolving credit facility ("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.

The net cash  provided or used by the  operating,  investing  and financing
activities  of the housing  operations  for the three month  periods  ended
March 31, 1997 and 1996 is summarized below (dollars in thousands):

                                                  1997             1996
                                                --------         --------
      Net cash provided (used) by:
        Operating activities                    $ (7,421)        $(15,448)
        Investing activities                        (625)            (862)
        Financing activities                      10,402           42,603
                                                --------         --------
      Net increase in cash                      $  2,356         $ 26,293
                                                ========         ========

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 land  asset  activities  offset in part by an  increase  in
construction activities and housing proceeds receivable.

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> 15

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 used less cash
compared to 1996 primarily due to a decrease in  residential  mortgage loan
receivables.

The Company  finances its  financial  services  operations  primarily  from
internally  generated  funds,  such as from  the  origination  and  sale of
residential  mortgage loans and related  servicing  rights,  and short-term
debt. As more fully discussed in Note 3 of Notes to Consolidated  Condensed
Financial Statements, the short-term debt consists of a $45 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> 16

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

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

     Additional Operating Data -

     The following  table provides  information  (expressed in number of
     housing  units) with  respect to new orders  taken,  deliveries  to
     purchasers  of  single-family  homes and  backlog  by state for the
     three month periods ended March 31, 1997 and 1996:

            States             New Orders        Deliveries          Backlog
            ------           -------------     -------------     -------------
                             1997     1996     1997     1996     1997     1996
                             ----     ----     ----     ----     ----     ----

     Arizona ............     251      270      207      273      313      382
     California .........     197      160      114      112      232      159
     Colorado ...........     538      610      344      262      835      810
     Florida ............     951      847      621      569    1,363    1,264
     Indiana/Ohio .......      44       77       45       32       83      107
     Maryland/Virginia ..     116      108       75       73      141      148
     Minnesota ..........     103      103       47       64      163      158
     Nevada .............     108      135       95       78      147      176
     New Jersey .........     131      171      118       60      192      294
     Texas ..............     301      218      203      120      440      289
                            -----    -----    -----    -----    -----    -----
                            2,740    2,699    1,869    1,643    3,909    3,787
                            =====    =====    =====    =====    =====    =====

     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.

     Convertible Redeemable Preferred Stock -

     On March  18,  1997,  the  Company  redeemed  all of the  remaining
     outstanding  shares of its convertible  preferred stock for $25 per
     share.

<PAGE> 17


Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------
    (a)   Exhibits

          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 January, February or March 1997.


<PAGE> 18



                                 SIGNATURES

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                     U.S. HOME CORPORATION

Date:  May 6, 1997                   /s/ Isaac Heimbinder
                                     --------------------
                                     Isaac Heimbinder
                                     President, Co-Chief Executive Officer
                                     and Chief Operating Officer



Date:  May 6, 1997                   /s/ Chester P. Sadowski
                                     -----------------------
                                     Chester P. Sadowski
                                     Vice President, Controller
                                     and Chief Accounting Officer



<PAGE> 19




                             INDEX OF EXHIBITS


                                                                Sequential
Exhibit                                                          Numbered
Number                                                             Page

11           Computation of Income Per Common Share                 20

27           Financial Data Schedule                                22