<PAGE> 25

                                                         EXHIBIT 10.1

                    SECOND AMENDMENT TO CREDIT AGREEMENT


                  SECOND AMENDMENT TO CREDIT AGREEMENT ("Amendment"), dated
as  of  September  25,  1996,  among  U.S.  HOME  CORPORATION,  a  Delaware
corporation  (the  "Borrower"),  the Lenders that are parties to the Credit
Agreement (as hereinafter  defined) and THE FIRST NATIONAL BANK OF CHICAGO,
as Agent (the "Agent").

                                 RECITALS:
                  A.  The   Borrower,   the  Lenders  and  the  Agent  have
previously entered into that certain Credit Agreement dated as of September
29, 1995, and that certain Consent and First Amendment to Credit  Agreement
dated as of February 9, 1996 (such Credit Agreement,  as so amended,  being
herein referred to as the "Credit Agreement").

                  B.  The parties hereto desire to amend the Credit Agreement.

                  NOW, THEREFORE,  in consideration of the premises and the
mutual covenants hereinafter contained, the parties hereto, intending to be
legally bound, agree as follows:

                  1.       DEFINITIONS

                  1.1 In addition to the terms defined herein,  capitalized
terms used in this Amendment  shall have the respective  meanings  ascribed
thereto in the Credit Agreement.

                  1.2  Article I of the  Credit  Agreement  is  amended  by
amending and restating or adding,  as the case may be, the  definitions set
forth below:

                           "Borrowing  Base"  means,  with  respect  to  an
                  Inventory   Valuation   Date  for   which  it  is  to  be
                  determined,  an amount equal to the sum of the  following
                  assets  of the  Borrower  and  the  Guarantors:  (i)  the
                  Receivables, multiplied by ninety percent (90%), (ii) the
                  book value of Housing Units Under Contract, multiplied by
                  eighty percent  (80%),  (iii) the book value of Inventory
                  Housing Units,  multiplied by seventy percent (70%),  but
                  not exceeding  thirty  percent (30%) of Total Senior Loan
                  Commitments,   and  (iv)  the  sum  (but  not   exceeding
                  thirty-three  and  one-third  (33 1/3%)  percent of Total
                  Senior  Loan  Commitments)  of  (A)  the  book  value  of
                  Finished Lots,  multiplied by fifty percent (50%) and (B)
                  the book value of Owned Land,  multiplied by  twenty-five
                  percent (25%).


<PAGE> 26

                           "Consolidated  Senior Debt Borrowings" means, at
                  any  date,   with   respect  to  the   Borrower  and  the
                  Guarantors,  on a  consolidated  basis,  the  outstanding
                  balance of all obligations described in clauses (i), (iv)
                  or (viii) of the definition of "Indebtedness"  (including
                  the Obligations)  calculated in accordance with Agreement
                  Accounting  Principles but excluding (i)  Indebtedness of
                  the Borrower to a Guarantor,  a Guarantor to the Borrower
                  or  a  Guarantor  to  another  Guarantor,  and  (ii)  the
                  Convertible Subordinated Notes and any other Subordinated
                  Indebtedness.

                           "Facility  Termination Date" means September 29,
                  1999,  as the same may be extended as provided in Section
                  2.20.

                           "Owned  Land" means land  (other  than  Finished
                  Lots) owned or held by the Borrower or any  Guarantor for
                  development or sale or land under development.

                           "Total Senior Loan  Commitments"  means,  at any
                  date,  on a  consolidated  basis for the Borrower and the
                  Guarantors,   (i)  the   sum  of  (a)   all   outstanding
                  obligations  described in clauses (i), (iv) and (viii) of
                  the definition of  "Indebtedness" to Persons that are not
                  the Borrower,  Subsidiaries of the Borrower or Affiliates
                  of the Borrower or of any of its  Subsidiaries,  plus (b)
                  all  bona  fide,   binding   but   unfunded   commitments
                  (including the  Commitments)  of banks or other financial
                  institutions   with  respect  to  the  borrowing  by  the
                  Borrower  or any  Guarantor  of  obligations  of the type
                  referred  to in clause  (a)  above,  except to the extent
                  that such commitments are subject to conditions that have
                  not been satisfied (other than customary  conditions that
                  the  Borrower  and  the   Guarantors  can  reasonably  be
                  expected to satisfy in the ordinary  course of business),
                  less  (ii)  the  sum of the  outstanding  amounts  of the
                  Convertible Subordinated Notes and all other Subordinated
                  Indebtedness,   all  as  determined  in  accordance  with
                  Agreement Accounting Principles.

                  2.       EXTENSION

                  The parties hereto  acknowledge and agree that,  pursuant
to Section 2.20 of the Credit Agreement,  the Facility Termination Date has
been extended to September 29, 1999.


<PAGE> 27

                  3.       AMENDMENT OF SECTION 8.6

                  3.1      Clause (ix) of Section 8.6 of the Credit Agreement
is hereby amended and restated in its entirety as follows:

                  (ix)  Investments in  Non-Borrowing  Subsidiaries  to the
                  extent  permitted under the provisions of Section 7.2 and
                  other  loans or advances  to  Non-Borrowing  Subsidiaries
                  that  are  neither  made nor  outstanding  at any time at
                  which any Loans  (excluding  Facility  Letters of Credit)
                  are outstanding hereunder.


                  3.2  Section  8.6  of the  Credit  Agreement  is  further
amended  by  inserting  the  following  clauses  (xv) and  (xvi) at the end
thereof:
                  (xv) The repurchase, repayment, prepayment, redemption or
                  other acquisition of any of the Convertible  Subordinated
                  Notes involving expenditures not to exceed $15,000,000 in
                  the  aggregate and as otherwise  permitted  under Section
                  8.11 hereof.

                  (xvi) Investments permitted under Section 8.9 hereof.


                  4.       AMENDMENT OF SECTION 8.9

                  4.1  Section 8.9 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
                  
                           8.9  Redemption.  The Borrower will not purchase
                  or  redeem  any  of  its  capital  stock   heretofore  or
                  hereafter  issued,  except that the Borrower may purchase
                  or redeem its  capital  stock (i) to the extent  that the
                  consideration  for such redemption or purchase is limited
                  to  capital   stock  of  the  Borrower  or  (ii)  if  the
                  consideration  for such  purchase or  redemption is other
                  than  capital  stock of the Borrower and does not exceed,
                  in the aggregate for all such  purchases and  redemptions
                  from and after the date hereof, $5,000,000; provided that
                  this Section 8.9 shall not  prohibit  the  Borrower  from
                  repurchasing, repaying, prepaying, redeeming or otherwise
                  acquiring  Convertible  Subordinated  Notes to the extent
                  permitted under Section 8.6(xv) hereof.


<PAGE> 28

                  5.       AMENDMENT OF SECTION 8.11

                  5.1      Section 8.11 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

                           8.11.  Subordinated  Indebtedness.  The Borrower
                  will not,  nor will it permit any  Significant  Guarantor
                  to,   make  any   amendment   or   modification   to  the
                  subordination provisions of any indenture,  note or other
                  agreement   evidencing  or  governing  any   Subordinated
                  Indebtedness,   or  directly  or  indirectly  voluntarily
                  prepay,  defease  or  in  substance  defease,   purchase,
                  redeem,  retire or otherwise  acquire,  any  Subordinated
                  Indebtedness; provided, however, that the foregoing shall
                  not  prohibit  (i)  the  conversion  of  the  Convertible
                  Subordinated Notes in accordance with the Indenture dated
                  as of November 3, 1993 or an  amendment  permitting  such
                  conversion  at a lower  conversion  price than is therein
                  provided,   (ii)   the   repayment   or   prepayment   of
                  Subordinated Indebtedness solely from the net proceeds of
                  other Subordinated  Indebtedness or from capital stock or
                  (iii)   the   Borrower   from   repurchasing,   repaying,
                  prepaying,  redeeming, or otherwise acquiring Convertible
                  Subordinated  Notes to the  extent  permitted  by Section
                  8.6(xv) hereof.


                  6.       CHANGE IN SCHEDULES

                  The Borrower (i)  furnished,  on the date hereof,  to the
Agent a revised Schedule "6.8", and (ii) hereby certifies that such revised
Schedule is true, correct and complete in all material respects on the date
hereof. Such revised Schedule "6.8" shall be substituted for Schedule "6.8"
to the Credit Agreement.

                  7.       ADDITIONAL REQUIREMENTS

                  On  or  before  the   execution   and  delivery  of  this
Amendment, the Borrower shall:

                  7.1      deliver to the Agent the Consent of the Guarantors
in the form attached to this Amendment;

                  7.2  deliver  to the Agent the  favorable  opinion of the
Borrower's counsel, Kaye, Scholer,  Fierman, Hays & Handler,  substantially
in the form of Exhibit "A" to this Amendment; and

                  7.3      pay to the Agent the fees provided for in Section
2.20 of the Credit Agreement.


<PAGE> 29

                  8.       MISCELLANEOUS

                  8.1 This  Amendment  may be  executed  in any  number  of
counterparts,  all of which taken together shall  constitute one agreement,
and any of the parties  hereto may execute  this  Amendment  by signing any
such counterpart.

                  8.2  In  all   respects,   including   all   matters   of
construction,  validity and performance,  this Amendment shall be construed
in accordance with the internal laws (and not the laws of conflicts) of the
State of Illinois, but giving effect to federal laws applicable to national
banks.

                  IN WITNESS WHEREOF, this Amendment has been duly executed
as of the date first above written.

                          U.S. HOME CORPORATION


                          By: \s\ Thomas A. Napoli
                              ----------------------------------
                              Thomas A. Napoli
                              Vice President - Finance and Chief
                              Financial Officer



                          LENDERS:

                          THE FIRST NATIONAL BANK OF CHICAGO,
                          Individually and as Agent


                          By: \s\ James D. Benko
                              --------------------------------
                              Name:  James D. Benko
                              Title: Assistant Vice President

                          GUARANTY FEDERAL BANK, F.S.B.


                          By:  \s\ Randy Reid
                               --------------------------------
                               Name:  Randy Reid
                               Title: Vice President



<PAGE> 30

                          CREDIT LYONNAIS NEW YORK BRANCH


                          By: \s\ Robert Ivosevich
                              ---------------------------------
                              Name:  Robert Ivosevich
                              Title: Senior Vice President


                          BANK ONE, ARIZONA, NA


                          By: \s\ Rhonda R. Williams
                              ---------------------------------
                              Name:  Rhonda R. Williams
                              Title: Vice President


                          COMERICA BANK, a Michigan corporation


                          By: \s\ David J. Campbell
                              ---------------------------------
                              Name:  David J. Campbell
                              Title: Vice President






<PAGE> 31


                           CONSENT OF GUARANTORS


                  The   undersigned,   being  the   Guarantors   under  the
above-referenced  Credit  Agreement,  do hereby  consent  to the  foregoing
Second Amendment to Credit Agreement.


                           CANTERBURY CORPORATION

                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President


                           COUNTRYPLACE GOLF COURSE, INC.


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 
                                              
                                                   


                           HOMECRAFT CORPORATION


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 
                           

                           IMPERIAL HOMES CORPORATION


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 

                           LODGE HOLDINGS CORP.


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 


<PAGE> 32


                           OCEANPOINTE DEVELOPMENT CORPORATION


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 


                           ORRIN THOMPSON CONSTRUCTION COMPANY


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 



                           ORRIN THOMPSON HOMES CORP.


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 



                           PAPARONE CONSTRUCTION CO.


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 


                           RUTENBERG HOMES, INC. (FLORIDA)


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 



<PAGE> 33

                           RUTENBERG HOMES, INC. (TEXAS)


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 



                           STONEY CORPORATION


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 


                           USH CAPITAL CORPORATION


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 


                           USH CROSSCREEK, INC.


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 


                           USH EQUITY CORPORATION


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 




<PAGE> 34

                          U.S. HOME CORPORATION OF NEW YORK


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 



                           U.S. HOME OF ARIZONA CONSTRUCTION CO.


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 


                           U.S. HOME OF COLORADO REAL ESTATE, INC.


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 


                           U.S. HOME REALTY CORPORATION


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 



                           U.S. HOME REALTY, INC. (MARYLAND)


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 



                           U.S. HOME REALTY, INC. (TEXAS)


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 
<PAGE> 35

                           U.S. HOME AND DEVELOPMENT CORPORATION


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 



                           U.S.H. CORPORATION OF NEW YORK


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 


                           U.S.H. LOS PRADOS, INC.


                           By: /s/ Thomas A. Napoli
                               ____________________________________
                               Thomas A. Napoli
                               Vice President 



<PAGE> 36


                                                              Exhibit A


               [Kaye, Scholer, Fierman, Hays & Handler, LLP]


                                                     September 25, 1996



The First National Bank of Chicago,
  as Agent
One First National Plaza
Chicago, Illinois 60670


Ladies and Gentlemen:

                  We have  acted as  counsel to U.S.  Home  Corporation,  a
Delaware corporation (the "Borrower"),  in connection with the preparation,
execution and delivery of the Second Amendment to Credit  Agreement,  dated
September  25,  1996 (the  "Second  Amendment"),  among the  Borrower,  the
lenders named therein and you, as agent (the  "Agent").  Capitalized  terms
used but not  defined  herein  have the  meanings  set forth in the  Credit
Agreement,  dated as of September  29, 1995,  among the  Borrower,  certain
lenders and the Agent, as amended from time to time.

                  We have examined such documents, instruments, records and
certificates  of public  officials and officers of the  Borrower,  and have
reviewed such questions of law, as we have deemed  necessary or appropriate
as a basis for the opinion set forth below. As to any facts material to our
opinion, we have relied upon such documents, instruments,  certificates and
records.

                  Based on the foregoing,  and subject to the  limitations,
qualifications and exceptions set forth herein, in our opinion,  the Second
Amendment has been duly authorized, executed and delivered by the Borrower.

                  The opinion  set forth above is subject to the  following
assumptions and qualifications:

                  We have  assumed the  Borrower is a  corporation  validly
existing  and in good  standing  under the laws of  Delaware.  We have also
assumed the genuineness of all signatures,  other than those of officers of
the  Borrower,  the  authenticity  of  all  documents  submitted  to  us as
originals,  and the conformity with the original documents of all documents
submitted to us as  reproduced  copies,  and the  authenticity  of all such
latter documents.

                  Our   opinion  is  limited   to  the   Delaware   General
Corporation Law.

                  Our opinion is rendered  solely for your  information  in
connection  with the  foregoing,  and may not be  relied  upon by any other
person or for any other purpose without our prior written consent.

                             Very truly yours,



                             /s/ Kaye, Scholer, Fierman, Hays and Handler