<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 September 30, 1999

                                       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.)

                      10707 Clay Road, Houston, Tx 77041
               (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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

            Class                            Outstanding at October 31, 1999
Common stock, $.01 par value                        13,676,630 shares


<PAGE> 2
                              U.S. HOME CORPORATION
                              ---------------------

                                      INDEX
                                      -----

                                                                         Page
                                                                        Number
                                                                        ------

Part I.     Financial Information


            Item 1.     Financial Statements

                        Consolidated Condensed Balance
                        Sheets -- September 30, 1999
                        and December 31, 1998                             3

                        Consolidated Condensed Statements
                        of Operations --  Three and Nine
                        Months Ended September 30, 1999
                        and 1998                                          5

                        Consolidated Condensed Statements
                        of Cash Flows -- Nine Months
                        Ended September 30, 1999 and 1998                 6

                        Notes to Consolidated Condensed
                        Financial Statements                              7

            Item 2.     Management's Discussion and
                        Analysis of Financial Condition
                        and Results of Operations                        15

            Item 3.     Quantitative and Qualitative
                        Disclosures About Market Risk                    21


Part II.    Other Information


            Item 5.     Other Information                                23

            Item 6.     Exhibits and Reports on Form 8-K                 24


<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)
<TABLE>
<CAPTION>

                                     ASSETS

                                               September 30,     December 31,
                                                    1999             1998
                                               -------------     ------------
                                               (Unaudited)

HOUSING:
<S>                                               <C>              <C>
  Cash (including restricted funds) ..........    $    8,145       $    8,172
  Receivables, net ...........................        56,655           60,510
  Single-Family Housing Inventories ..........     1,219,442          986,878
  Option Deposits on Real Estate .............       104,112          103,451
  Other Assets ...............................        79,547           59,636
                                                  ----------       ----------
                                                   1,467,901        1,218,647
                                                  ----------       ----------
FINANCIAL SERVICES:
  Cash (including restricted funds) ..........         5,665            5,660
  Residential Mortgage Loans .................        73,758           82,479
  Other Assets ...............................        20,868            8,987
                                                  ----------       ----------
                                                     100,291           97,126
                                                  ----------       ----------

CORPORATE:
  Cash and Other Assets ......................        44,441           37,203
                                                  ----------       ----------
                                                  $1,612,633       $1,352,976
                                                  ==========       ==========
</TABLE>

  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)
<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                 September 30,   December 31,
                                                     1999            1998
                                                 -------------   ------------
                                                 (Unaudited)

CORPORATE AND HOUSING:
<S>                                               <C>            <C>
  Accounts Payable ............................   $   133,877    $   129,200
  Accrued Expenses and Other Current
   Liabilities ................................       105,130         89,156
  Revolving Credit Facility ...................       170,000        130,000
  Long-Term Debt ..............................       553,333        424,980
                                                  -----------    -----------
                                                      962,340        773,336
                                                  -----------    -----------
FINANCIAL SERVICES:
  Accrued Expenses and Other Current
    Liabilities ...............................        12,464         32,287
  Revolving Credit Facilities .................        78,046         33,112
                                                  -----------    -----------
                                                       90,510         65,399
                                                  -----------    -----------

    Total Liabilities .........................     1,052,850        838,735
                                                  -----------    -----------

STOCKHOLDERS' EQUITY:
  Common Stock, $.01 par value, authorized
    50,000,000 shares, outstanding
    13,410,288 shares at September 30, 1999
    and 13,501,630 shares at December 31, 1998.           137            137
  Capital In Excess of Par Value ..............       403,467        402,754
  Retained Earnings ...........................       169,653        118,061
  Unearned Compensation on Restricted
    Stock .....................................        (4,798)        (1,475)
                                                  -----------    -----------
                                                      568,459        519,477
  Less Treasury Stock, at cost, 266,342 shares
    at September 30, 1999 and 175,000 shares
    at December 31, 1998 ......................        (8,676)        (5,236)
                                                  -----------    -----------
    Total Stockholders' Equity ................       559,783        514,241
                                                  -----------    -----------
                                                  $ 1,612,633    $ 1,352,976
                                                  ===========    ===========
</TABLE>

   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             Nine Months Ended
                                                  September 30,                   September 30,
                                              -------------------------    -------------------------
                                                   1999          1998           1999         1998
                                              ------------   -----------   -----------   -----------
HOUSING:
<S>                                            <C>           <C>           <C>           <C>
  Operating Revenues ........................  $   462,676   $   373,158   $ 1,305,126   $ 1,059,984
                                               -----------   -----------   -----------   -----------
  Operating Costs and Expenses -
    Cost of products sold ...................      376,549       304,344     1,063,316       862,468
    Selling, general and administrative .....       45,036        36,160       127,792       104,005
    Interest ................................       11,755        10,474        33,974        29,822
                                               -----------   -----------   -----------   -----------
                                                   433,340       350,978     1,225,082       996,295
                                               -----------   -----------   -----------   -----------
  Housing Operating Income ..................       29,336        22,180        80,044        63,689
                                               -----------   -----------   -----------   -----------

FINANCIAL SERVICES:
  Operating Revenues ........................       10,790         8,818        28,887        24,044
  General, Administrative and Other Expenses.        5,993         5,247        16,355        14,997
                                               -----------   -----------   -----------   -----------
  Financial Services Operating Income .......        4,797         3,571        12,532         9,047
                                               -----------   -----------   -----------   -----------

CORPORATE GENERAL AND ADMINISTRATIVE ........        2,864         3,390        10,030         9,865
                                               -----------   -----------   -----------   -----------
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY
  LOSS                                              31,269        22,361        82,546        62,871
                                               -----------   -----------   -----------   -----------
PROVISION FOR INCOME TAXES:
  Federal and State Income Taxes ............       11,725         8,273        30,954        23,262
  Tax Benefit ...............................          -             -             -          (7,474)
                                               -----------   -----------   -----------   -----------
                                                    11,725         8,273        30,954        15,788
                                               -----------   -----------   -----------   -----------
INCOME BEFORE EXTRAORDINARY LOSS ............       19,544        14,088        51,592        47,083

EXTRAORDINARY LOSS FROM EARLY RETIREMENT OF
  DEBT, NET OF INCOME TAX BENEFIT ...........          -             -             -          (3,026)
                                               -----------   -----------   -----------   -----------
NET INCOME ..................................  $    19,544   $    14,088   $    51,592   $    44,057
                                               ===========   ===========   ===========   ===========
</TABLE>
<PAGE> 6

                     U.S. HOME CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                  (Dollars in thousands, except per share data)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                 Three Months Ended             Nine Months Ended
                                                    September 30,                 September 30,
                                              -------------------------    -------------------------
                                                1999            1998           1999         1998
                                              ------------   -----------   -----------   -----------

BASIC EARNINGS PER SHARE:
<S>                                            <C>           <C>           <C>           <C>
  Income Before Extraordinary Loss ..........  $      1.46   $      1.03   $      3.86   $      3.76
  Extraordinary Loss ........................  $       -     $       -     $       -     $      (.24)
  Net Income ................................  $      1.46   $      1.03   $      3.86   $      3.52
DILUTED EARNINGS PER SHARE:
  Income Before Extraordinary Loss ..........  $      1.43   $      1.00   $      3.76   $      3.48
  Extraordinary Loss ........................  $       -     $       -     $       -     $      (.22)
  Net Income ................................  $      1.43   $      1.00   $      3.76   $      3.26
</TABLE>

   The accompanying notes are an integral part of these statements.
<PAGE> 7
                     U.S. HOME CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                     Nine Months Ended
                                                       September 30,
                                                   ----------------------
                                                     1999          1998
                                                   ---------    ---------
<S>                                                <C>          <C>
Net Cash Flows From Operating Activities .......   $(146,847)   $(151,203)
                                                   ---------    ---------
Net Cash Flows From Investing Activities
  Increase in restricted cash ..................        (908)      (2,131)
  Principal collections on investments in
    mortgage Loans .............................       1,798        2,732
  Purchase of property, plant and equipment,
    net of Disposals ...........................      (7,393)      (6,836)
  Other ........................................        (557)        (739)
                                                   ---------    ---------
  Net cash used by investing activities ........      (7,060)      (6,974)
                                                   ---------    ---------

Net Cash Flows From Financing Activities
  Proceeds from revolving credit facilities,
    net of repayments ..........................      84,934      110,401
  Net proceeds from sale of senior notes and
    senior subordinated notes ..................     122,113       98,237
  Repayment of notes and mortgage notes payable      (44,916)      (3,731)
  Repurchase of common stock ...................      (7,420)         -
  Purchase of senior notes .....................         -        (82,980)
  Net proceeds from exercise of Class B warrants         -         36,431
  Other ........................................          22          538
                                                   ---------    ---------
  Net cash provided by financing activites .....     154,733      158,896
                                                   ---------    ---------
Net Increase in Cash ...........................         826          719
Cash At Beginning Of Period ....................       7,285        6,466
                                                   ---------    ---------
Cash At End of Period ..........................   $   8,111    $   7,185
                                                   =========    =========
Supplemental Disclosure
  Interest paid, before amount capitalized -
    Housing ....................................   $  50,846    $  38,517
    Financial Services .........................       1,006        1,266
                                                   ---------    ---------
                                                   $  51,852    $  39,783
                                                   =========    =========

  Income Taxes Paid ............................   $  25,823    $  20,486
                                                   =========    =========
</TABLE>

      The accompanying notes are an integral part of these statements.
<PAGE> 8

                     U.S. HOME CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               September 30, 1999
                             (Dollars in Thousands)
                                   (Unaudited)

(1)    BASIS OF PRESENTATION AND SEGMENT INFORMATION

       Basis of Presentation -
       The accompanying  consolidated  condensed  balance sheet as of December
       31, 1998, 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 September  30, 1999 and December 31, 1998 and
       its results of  operations  for the three and nine month  periods ended
       September  30, 1999 and 1998 and cash flows for the nine month  periods
       ended September 30, 1999 and 1998.

       Because of the seasonal nature of the Company's  business,  the results
       of operations for the three and nine month periods ended  September 30,
       1999 and 1998 are not  necessarily  indicative  of the  results for the
       full year.


<PAGE> 9

       Segment Information -
       The Company's  financial  reporting  segments consist of home building,
       financial   services  and   corporate.   The  Company's  home  building
       operations  comprise the most  substantial  part of its business,  with
       approximately 98% of consolidated  revenues in the three and nine month
       periods  ended  September  30,  1999 and 1998  contributed  by the home
       building  operations.  The Company is one of the largest  single-family
       homebuilders in the United States based on homes  delivered.  Including
       joint venture communities, the Company currently builds and sells homes
       in more than 240 new home  communities in 33  metropolitan  areas in 13
       states.  The Company  offers a wide variety of moderately  priced homes
       that are designed to appeal to the  affordable,  move-up and retirement
       and active adult buyers. The Company's  financial  services  operations
       provide  mortgage-banking  services  to the home  building  operations'
       customers.  The Company  originates,  processes and sells  mortgages to
       third  party  investors.  The  Company  does not retain or service  the
       mortgages  that it  originates  but,  rather,  sells the  mortgages and
       related servicing rights to investors. Corporate primarily includes the
       operations of the Company's  corporate  office whose primary purpose is
       to  provide  financing,  cash  management,  risk  management,   capital
       allocations,  management  reporting and general  administration for the
       home building and financial services segments.

       Assets,  operating  revenues  and  operating  income  of the  Company's
       reportable segments are included in the consolidated  condensed balance
       sheets   and   consolidated   condensed   statements   of   operations.
       Expenditures  for long-lived  assets and  depreciation and amortization
       expenses were  insignificant for the three and nine month periods ended
       September 30, 1999 and 1998.

(2)    INVENTORIES

       The components of single-family housing inventories are as follows:
<TABLE>
<CAPTION>

                                                   September 30,  December 31,
                                                        1999           1998
                                                   ------------   ------------
<S>                                                 <C>            <C>
         Housing completed and under construction   $   445,215    $   382,080
         Models                                          96,298         90,676
         Finished lots                                  184,702        132,567
         Land under development                         178,429        133,791
         Land held for development or sale              314,798        247,764
                                                    -----------    -----------
                                                    $ 1,219,442    $   986,878
                                                    ===========    ===========
</TABLE>


<PAGE> 10
(3)   REVOLVING CREDIT FACILITIES AND LONG-TERM DEBT

      Housing -

      The housing revolving credit facility and long-term debt consist of the
      following:
<TABLE>
<CAPTION>

                                                   September 30,  December 31,
                                                        1999           1998
                                                   ------------   ------------
<S>                                                <C>             <C>
         Revolving credit facility                 $    170,000    $   130,000
                                                   ------------    -----------
         7.95% Senior notes due 2001                     75,000         75,000
         8.25% Senior notes due 2004                    100,000        100,000
         7.75% Senior notes due 2005                     99,801         99,773
         8.88% Senior subordinated notes due 2007       125,000        125,000
         8.875% Senior subordinated notes due 2009      124,051             -
         Notes and mortgage notes payable                29,481         25,207
                                                   ------------    -----------
                                                        553,333        424,980
                                                   ------------    -----------
                                                   $    723,333    $   554,980
                                                   ============    ===========
</TABLE>

       The Company has an unsecured  revolving  credit  agreement (the "Credit
       Facility")  with a group of banks.  The Credit  Facility  provides  for
       borrowings  of up to  $300,000,  of which up to $35,000 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
       $350,000,  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  lots and
       closing proceeds receivable less outstanding senior debt borrowings (as
       defined in the Credit Facility),  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 September 30, 1999,  $114,480 of the Credit Facility  commitment was
       available for borrowing. Borrowings bear interest at a premium over the
       London  Interbank  Offered Rate ("LIBOR") or the base rate announced by
       the agent bank.  The Credit  Facility,  as amended,  expires on May 31,
       2002, 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  the  incurrence  of
       additional  debt,  creation of liens and the levels of land and housing
       inventories  maintained  by the  Company and limits the payment of cash
       dividends  in any  fiscal  quarter to fifty  percent  of the  Company's
       consolidated  net income (as  defined in the Credit  Facility)  for the
       preceding fiscal quarter.
<PAGE> 11
       From  time  to  time,  the  Company  may  utilize  interest  rate  swap
       agreements to manage interest costs and hedge against risks  associated
       with changing  interest  rates.  The Company  designates  interest rate
       swaps as hedges of specific debt  instruments  and recognizes  interest
       rate  differentials  as  adjustments to interest paid or accrued as the
       differentials  occur.  Counterparties  to these  agreements  are  major
       financial  institutions.  The Company  believes that the  likelihood of
       credit loss from counterparty  non-performance  is remote. At September
       30, 1999, the Company had an interest rate swap  agreement  outstanding
       with a  notional  amount  of  $50,000  which  will  mature  in 2000 and
       effectively fixed the interest rate on a portion of its Credit Facility
       borrowings.

       In February 1999, the Company completed the sale of $125,000  principal
       amount of its  8.875%  senior  subordinated  notes due 2009 (the  "2009
       Senior Subordinated  Notes").  The net proceeds were used to repay part
       of the balance  outstanding  under the Credit  Facility and for general
       corporate  purposes.  The 2009 Senior Subordinated Notes were issued at
       original  issue discount of $1,012,  which is being  amortized over the
       term of such Notes.  Interest is payable  semi-annually  on February 15
       and  August  15.  On or  after  February  15,  2004,  the  2009  Senior
       Subordinated  Notes may be  redeemed at the option of the  Company,  in
       whole or in part, at prices  ranging from 104.438%  during the 12 month
       period  beginning  February 15, 2004 to 100% (on or after  February 15,
       2007) of the principal amount thereof, together with accrued and unpaid
       interest.

       In June 1998,  the Company  redeemed  $43,109  principal  amount of its
       9.75% senior notes due 2003 (the "2003 Senior  Notes") and in the first
       quarter of 1998,  the Company  purchased  in open  market  transactions
       $36,594 principal amount of the 2003 Senior Notes. The early retirement
       of the 2003 Senior Notes resulted in an  extraordinary  loss of $3,026,
       net of income  tax  benefit of $1,777 in the nine  month  period  ended
       September 30, 1998.

       Financial Services -

       The financial services credit facilities consist of the following:
<TABLE>
<CAPTION>

                                                   September 30,  December 31,
                                                        1999          1998
                                                  -------------   ------------
<S>                                               <C>             <C>
          Mortgage Credit Facility                $      73,346   $     33,112
          Subsidiary Credit Agreement                     4,700             -
                                                  -------------   ------------
                                                  $      78,046   $     33,112
                                                  =============   ============
</TABLE>
<PAGE> 12

       The  Company's   mortgage  banking   subsidiary,   U.S.  Home  Mortgage
       Corporation  ("Mortgage"),  may borrow up to $80,000  under a revolving
       line of credit (the "Mortgage  Credit  Facility").  The Mortgage Credit
       Facility is secured by residential mortgage loans, is not guaranteed by
       the  Company,  matures on  September  30, 2001 and bears  interest at a
       premium over the LIBOR rate. The Mortgage  Credit  Facility has been in
       place since 1992 and has been renewed on various  terms and  conditions
       on an annual basis.

       In March 1999, a subsidiary of Mortgage (the "Subsidiary") entered into
       an  unsecured   revolving  credit  agreement  (the  "Subsidiary  Credit
       Agreement")  with two banks  providing  up to a maximum  of  $10,000 of
       borrowings subject to a borrowing base. The Subsidiary was organized to
       loan money to joint  ventures in which the  Company is a joint  venture
       partner.  The Subsidiary  Credit Agreement is guaranteed by the Company
       and a joint venture partner, matures on May 31, 2001 and bears interest
       at a  premium  over the base  rate  announced  by the  agent  bank or a
       premium over the LIBOR rate.

(4)    INCOME TAXES

       In connection with the Internal Revenue Service (the "IRS") examination
       of the  Company's  1993 and 1992 federal  income tax  returns,  the IRS
       disallowed certain previously  reserved deductions taken by the Company
       in its 1993 tax return.  In March 1998,  the Company was informed  that
       its appeal of the IRS decision to disallow  these  deductions  had been
       resolved in favor of the Company.  As a result of the favorable ruling,
       the Company reduced its deferred tax liability and recognized an income
       tax benefit in the first  quarter of 1998  totaling  $7,474  related to
       these deductions.  The decrease in the deferred tax liability increased
       basic and diluted  earnings per common share in the  nine-month  period
       ended  September  30,  1998 by $.60  per  share  and  $.55  per  share,
       respectively.


<PAGE> 13
(5)    INTEREST

       A summary of  housing  interest  for the three and nine  month  periods
       ended  September 30, 1999 and 1998 follows:
<TABLE>
<CAPTION>
                                                    Three Month Period
                                                  -----------------------
                                                     1999          1998
                                                  ---------     ---------
<S>                                               <C>           <C>
       Capitalized at beginning of period         $  76,216     $  66,155
       Capitalized                                   16,068        11,874
       Previously capitalized interest
         included in interest expense               (11,755)      (10,474)
       Other                                            (42)          (74)
                                                  ---------     ---------
       Capitalized at end of period               $  80,487     $  67,481
                                                  =========     =========
</TABLE>

<TABLE>
<CAPTION>

                                                    Nine Month Period
                                                 -----------------------
                                                    1999          1998
                                                 ---------     ---------
<S>                                              <C>           <C>

       Capitalized at beginning of period         $  68,750     $  62,950
       Capitalized                                   44,360        34,454
       Previously capitalized interest
         included in interest expense               (33,974)      (29,822)
       Other                                          1,351          (101)
                                                  ---------     ---------
       Capitalized at end of period               $  80,487     $  67,481
                                                  =========     =========
</TABLE>

<TABLE>
<CAPTION>
       Financial  services  interest  expense  for the  three  and nine  month
       periods  ended  September  30,  1999 and  1998,  which is  included  in
       "General,  Administrative  and  Other  Expenses"  in  the  accompanying
       consolidated condensed statements of operations follows:

                                                    1999          1998
                                                 ---------     ---------
<S>                                              <C>           <C>
       Three month period                        $     459     $     453
       Nine month period                         $   1,018     $   1,290

</TABLE>
<PAGE> 14
(6)    EARNINGS PER SHARE

       Basic earnings per share includes the weighted average number of common
       shares outstanding for the periods. Diluted earnings per share includes
       (i) the assumed  exercise of stock options and (ii) the dilutive effect
       of the Class B warrants  through their  exercise and expiration in June
       1998.  The following  table  summarizes  the basic earnings and diluted
       earnings per share  computations  for the three and nine month  periods
       ended September 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                                         1999         1998
                                                    ------------   -----------
<S>                                                  <C>           <C>
        Three Month Period
        Basic earnings per share:
          Income before extraordinary loss ....      $    19,544   $    14,088
          Extraordinary loss ..................              -             -
                                                     -----------   -----------
          Net income ..........................      $    19,544   $    14,088
                                                     ===========   ===========

          Weighted average number of common shares    13,410,288    13,672,997
                                                     ===========   ===========

          Earnings per share -
            Income before extraordinary loss ...     $      1.46   $      1.03
            Extraordinary loss .................     $       -     $       -
            Net income .........................     $      1.46   $      1.03

          Diluted earnings per share:
            Income before extraordinary loss ...     $    19,544   $    14,088
            Extraordinary loss .................             -             -
                                                     -----------   -----------
            Net income, assuming dilution ......     $    19,544   $    14,088
                                                     ===========   ===========

            Weighted average number of common shares  13,410,288    13,672,997
            Incremental shares from assumed
              conversions -
            Contingent common shares .............         3,505       111,999
            Stock options ........................       262,553       308,650

          Adjusted weighted average number of
            common shares ........................    13,676,346    14,093,646
                                                     ===========   ===========
          Earnings per share -
            Income before extraordinary loss .....   $      1.43   $      1.00
            Extraordinary loss ...................   $       -     $       -
            Net income ...........................   $      1.43   $      1.00
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
                                                         1999          1998
                                                     ------------  -----------
<S>                                                  <C>           <C>
          Nine Month Period
          Basic earnings per share:
          Income before extraordinary loss .......   $    51,592   $    47,083
          Extraordinary loss .....................            -         (3,026)
                                                     -----------   -----------
          Net income .............................   $    51,592   $    44,057
                                                     ===========   ===========

          Weighted average number of common shares    13,381,177    12,517,187
                                                     ===========   ===========

         Earnings per share -
            Income before extraordinary loss .....   $      3.86   $      3.76
            Extraordinary loss ...................   $        -    $      (.24)
            Net income ...........................   $      3.86   $      3.52

          Diluted earnings per share:
            Income before extraordinary loss .....   $    51,592   $    47,083
            Extraordinary loss ...................            -         (3,026)
                                                     -----------   -----------
            Net income, assuming dilution ........   $    51,592   $    44,057
                                                     ===========   ===========

            Weighted average number of common shares  13,381,177    12,517,187
            Incremental shares from assumed
              conversions-
              Contingent common shares .............      46,217        44,493
              Stock options ........................     293,539       385,671
              Class B warrants .....................         -         572,783
                                                     -----------   -----------
            Adjusted weighted average number of
              common shares ........................  13,720,933    13,520,134
                                                     ===========   ===========

            Earnings per share -
              Income before extraordinary loss ..... $      3.76   $      3.48
              Extraordinary loss ................... $        -    $      (.22)
              Net income ........................... $      3.76   $      3.26
</TABLE>
(7)    TREASURY STOCK

       As of December 31, 1998,  the Company had remaining  Board of Directors
       authorization to repurchase up to 409,157 shares of outstanding  common
       stock, in the aggregate, from time to time in the open market and/or in
       private transactions. During the nine month period ending September 30,
       1999,  the Company  repurchased  213,400  shares of common stock for an
       aggregate  purchase price of $7,420. The cost of the repurchased shares
       has been included in "Treasury Stock" in the accompanying  consolidated
       condensed balance sheets.
<PAGE> 16
       Also during the nine month period  ended  September  30, 1999,  122,058
       shares of treasury  stock were reissued  under several of the Company's
       stock plans.  When the treasury  shares were reissued,  any differences
       between the  repurchase  and  reissuance  prices were either charged or
       credited  to  "Capital  in  Excess of Par  Value"  in the  accompanying
       consolidated condensed balance sheets.

(8)    RESTRICTED STOCK PLAN

       In April 1999,  the Company  issued to officers and other key employees
       105,000  restricted  shares of its treasury  stock under the  Company's
       1998 Key Employee  Restricted Stock Plan ("Restricted Stock Plan"). The
       market  value  of the  shares  issued  ($4,175)  has  been  charged  to
       stockholders' equity as "Unearned Compensation on Restricted Stock" and
       is being  amortized  to expense over the term of the  Restricted  Stock
       Plan.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

Results of Operations

U.S. Home had record  performance for the three and nine month  periods  ended
September 30, 1999. For  the  three month period, total revenues increased 24%
to $473.5 million from $382.0  million  last year, net income increased 39% to
$19.5 million compared to $14.1 million  last  year  and  diluted earnings per
share increased  43% to $1.43 per share from  $1.00 per  share last year.  For
the nine month period,  total revenues  increased  23%  to  $1.33 billion from
$1.08 billion last year,  net  income  increased  30%  to  $51.6  million from
$39.6 million last year and  diluted earnings per share increased 15% to $3.76
per share compared to $3.26  per  share  last  year  (the  1998 nine month net
income and earnings per share exclude  a  tax  benefit  and  an  extraordinary
loss).


<PAGE> 17

                                     Housing

The following table sets forth certain financial  information  for the periods
indicated (dollars in thousands, except average sales price):

                               Three Months Ended        Nine Months Ended
                                 September 30,             September 30,
                            -----------------------   -----------------------
                                1999        1998         1999         1998
                            ----------   ----------   ----------   ----------
Revenues -
   Single-family homes ...  $  458,807   $  370,479   $1,286,814   $1,049,710
   Land and other ........       3,869        2,679       18,312       10,274
                            ----------   ----------   ----------   ----------
     Total ...............  $  462,676   $  373,158   $1,305,126   $1,059,984
                            ==========   ==========   ==========   ==========
Single-family homes -
   Gross margin amount ...  $   85,156   $   68,514   $  235,336   $  194,620
   Gross margin percentage        18.6%        18.5%        18.3%        18.5%
   Units delivered
     U.S. Home ...........       2,365        2,078        6,793        6,030
     Joint ventures ......          60          -             94          -
                            ----------   ----------   ----------   ----------
       Total .............       2,425        2,078        6,887        6,030
                            ==========   ==========   ==========   ==========
   Average sales price
     U.S. Home ...........     194,000      178,300      189,400      174,100
     Joint ventures ......     119,100          -        101,600          -
     Total U.S. Home and
       joint ventures.....     192,100      178,300      188,200      174,100

   New orders taken
     U.S. Home ...........       1,995        1,930        7,545        7,737
     Joint ventures ......         106           25          299           25
                            ----------   ----------   ----------   ----------
       Total .............       2,101        1,955        7,844        7,762
                            ==========   ==========   ==========   ==========
<PAGE> 18

Backlog at end of period:
  Aggregate sales value
    U.S. Home ............                             1,097,142      962,939
    Joint ventures .......                                32,711        5,940
                                                      ----------   ----------
      Total ..............                            $1,129,853   $  968,879
                                                      ==========   ==========
       Units
       U.S. Home ..........                                5,179        5,142
       Joint ventures .....                                  272           25
                                                      ----------   ----------
        Total .............                                5,451        5,167
                                                      ==========   ==========
Selling, general and
  administrative expenses
  as a percentage of
  housing revenues                 9.7%         9.7%         9.8%         9.8%

Interest -
  Paid or accrued ........  $   16,068   $   11,874   $   44,360   $   34,454
  Percentage capitalized .       100.0%       100.0%       100.0%       100.0%
  Previously capitalized
    interest included in
    interest expense .....  $   11,755   $   10,474   $   33,974   $   29,822
  Percentage of housing
    revenues                       2.5%         2.8%         2.6%         2.8%


Revenues and Sales -

Revenues from sales of single-family homes for the three and nine month periods
ended September 30, 1999  increased 24% and 23% compared to the three and nine
month periods ended September 30, 1998. The increases resulted  primarily from
14% and 13%  increases in the number of housing units delivered by the Company
and 9% increases in both periods in the average sales price. The average sales
price is impacted  by  product  mix,  geographical  mix and changing prices on
units delivered.

Including joint venture  communities,  new orders taken for the three and nine
month periods ended September 30, 1999 increased  7.5% and 1.1%,  respectively
compared to the same periods in 1998. As of  September  30, 1999,  the Company
was selling in more than 240 communities, compared  to  230  communities as of
June 30, 1999.  Until the third quarter, the  community count  had  been  flat
this year as the number of communities selling out  ahead of schedule outpaced
efforts to open new communities.

Gross Margins -

The single-family  homes  gross  margin  percentage for the three month period
ended September 30, 1999 improved 10 basis points from the same period in 1998
and 40 basis points from the three month period ended June 30, 1999.
<PAGE> 19

The gross margin percentage for the nine month period ended September 30, 1999
reflects a 20 basis  point  decline  compared to the same period in 1998.  The
Company's  margins in the first quarter of 1999 were  negatively  affected  by
increased  costs  caused  by construction  and  land  development delays and a
tight labor market. The Company's margins have improved during the year due to
product mix and price increases.

Backlog -

The aggregate dollar amount of sales backlog at  September 30, 1999  increased
17% compared to September 30, 1998.  The increase in the value of the  backlog
reflects the increase in the number of units  under  contract and the increase
in the average sales price to $207,300 from $187,500 last year.  Substantially
all   of   the   Company's  backlog  units  at   September 30,  1999, net   of
cancellations, are expected to result in revenues prior to September 30, 2000.

Selling, General and Administrative Expenses -

Selling, general  and  administrative  expenses  as  a  percentage of housing
revenues for the three and nine month periods ended  September 30, 1999  were
unchanged at 9.7% and 9.8%,  respectively,  as compared to the  same  periods
in  1998.  Actual selling,  general  and  administrative  expenses  for   the
three and nine month periods ended September 30, 1999  increased $8.9 million
and $23.8 million when compared to the same periods in 1998.  These increases
were primarily due to increases in volume-related expenses ($3.0  million and
$8.2 million for the three and nine  month  periods,  respectively) resulting
from increased deliveries in 1999 when compared to 1998 and increased payroll
costs and marketing  center expenses resulting from increased activities.

Interest -

Interest paid or accrued for the three and nine month periods ended September
30, 1999 increased approximately 35% and 29%  compared to the same periods in
1998. These increases in 1999 were primarily due to an increase in the average
outstanding debt which was primarily incurred in connection with the increases
in single-family housing inventories resulting from increased activities.

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.  Previously  capitalized
interest  amounts  charged  to  interest  expense  in the three and nine month
periods   ended   September  30, 1999  increased 12% and 14%, respectively, as
compared   to   the   same  periods in 1998. These increases were attributable
primarily to increases in the number of housing units delivered.


<PAGE> 20
                               Financial Services

Revenues -

Revenues for the financial services segment for the periods  indicated were as
follows (dollars in thousands):
<TABLE>
<CAPTION>

                                         Three Months         Nine Months
                                            Ended                Ended
                                         September 30,       September 30,
                                       -----------------   -----------------
                                          1999    1998      1999      1998
                                        -------  -------   -------   -------
<S>                                     <C>      <C>       <C>       <C>
U.S. Home Mortgage Corporation and
  Subsidiary ("Mortgage")               $ 9,375  $ 7,644   $24,986   $20,830
Other financial services operations       1,415    1,174     3,901     3,214
                                        -------  -------   -------   -------
                                        $10,790  $ 8,818   $28,887   $24,044
                                        =======  =======   =======   =======
</TABLE>

The increase in Mortgage's revenues for the three and nine month periods ended
September 30, 1999 when  compared  to the three and nine month  periods  ended
September 30, 1998  was  primarily  due  to  the  increase  in  mortgage  loan
originations and the increase in income  from the sale of  mortgage  loans and
servicing rights.

Mortgage's "capture rate" for providing financing to buyers of homes delivered
by the  Company  was 81% and 83% for the three and nine  month  periods  ended
September 30, 1999 compared to 85% and 83% for the same periods in 1998. Since
a certain percentage  of  buyers  typically  elect  to  use  other  sources of
financing,  the  Company  believes Mortgage's capture rate is near the maximum
capture rate.

                                      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 .6%
and .8% for the three  and nine month periods ended September 30, 1999 and .9%
for both the three and nine  month  periods  ended  September 30, 1998. Actual
corporate general and  administrative  expenses for  the  three and nine month
periods ended September 30, 1999 were $2.9 million and $10.0 million, compared
to  $3.4  million and  $9.9 million for the three and nine month periods ended
September 30, 1998.
<PAGE> 21

Income Taxes -

In connection  with the Internal  Revenue Service (the "IRS")  examination of
the Company's 1993 and 1992  federal income  tax returns,  the IRS disallowed
certain previously  reserved  deductions taken by the Company in its 1993 tax
return. In March 1998,  the Company was  informed  that its appeal of the IRS
decision  to  disallow  these  deductions  had  been resolved in favor of the
Company. As  a  result of the  favorable  ruling,  the Company  reduced   its
deferred  tax  liability and  recognized  an income tax  benefit in the first
quarter of 1998  totaling  $7.5 million  related  to  these  deductions.  The
decrease in the deferred tax liability increased  basic and diluted  earnings
per common share  in the  nine month period ended September 30, 1998 by $.60
per share and $.55 per share, respectively.

Financial Condition and Liquidity

                                     Housing

The   Company   is   significantly   affected  by  the  cyclical nature of the
homebuilding industry, which is sensitive to fluctuations in economic activity
and  interest  rates and the level of consumer  confidence. Sales of new homes
are  also  affected  by  market  conditions   for rental properties and by the
condition of the resale market for used homes, including foreclosed homes. For
example,   an  oversupply  of  resale  units  depresses prices and reduces the
margins  available  on  sales  of  new  homes.  The   sale  of  new  homes and
profitability   from  sales  are heavily influenced by the level and  expected
direction   of   interest  rates.  Increases in interest rates  tend to have a
depressing  effect  on  the  market for new homes in view of increased monthly
mortgage costs to potential homebuyers.

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  Company's  principal  unsecured  revolving  credit agreement (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.
Primarily in its affordable and move-up home communities, 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,  which  enable the
Company   to   initially  pay  a  small portion of the total lot cost and then
purchase the lots on a  scheduled  basis.  However, with the  increase  in the
number of retirement  and active  adult  communities,  the  use of rolling lot
options as a percentage  of the  Company's  total  finished  lot needs has and
is expected to continue to decrease since  the  majority of the  finished lots
for  these communities  are  developed on   land  owned  by the  Company.  The
retirement  and active adult  communities are  generally   long-term  projects
<PAGE> 22

and require greater investments by  the Company  than  are  required  for  its
affordable and move-up home communities.  These  communities generally include
more units than the affordable and move-up communities and generally have more
extensive  amenities,  including  golf  courses and clubhouses,  which require
substantial capital investment.  The   increases in land  inventories  in 1999
from 1998 were  primarily  the result of  increased  activities,  including an
increase 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)  has
enabled the Company to meet peak operating needs.  In August 1997, the Company
entered into an interest rate swap  agreement which has effectively  fixed the
interest  rate on $50 million of its Credit  Facility borrowings until  August
2000. See Note 3 of Notes to Consolidated Condensed Financial Statements.

In February 1999, the Company sold $125 million principal amount of its 8.875%
senior  subordinated  notes  due 2009 ("the 2009 Senior Subordinated  Notes").
The net proceeds were used to  repay part of the balance outstanding under the
Credit  Facility  and  for  general corporate purposes. See Note 3 of Notes to
Consolidated Condensed Financial Statements.

In  April  1999,  the  Company  acquired  Lundgren  Bros.  Construction,  Inc.
("Lundgren"),  a  privately  held  homebuilder  in  the  Minneapolis/St.  Paul
area.  This acquisition was consistent with the Company's  strategic objective
of enhancing  its  leadership position in each of its existing markets through
geographic and price  point  diversification.  The  acquisition  significantly
expanded  the  Company's  product offering in the  Minneapolis/St.  Paul area.
Lundgren  offers  customers  upscale  homes in neighborhoods developed for the
more affluent homeowner.

The net cash provided  or  used  by the  operating,  investing  and  financing
activities   of   the   housing  operations  for the  nine month periods ended
September 30, 1999 and 1998 is summarized below (dollars in thousands):
<TABLE>
<CAPTION>

                                              1999               1998
                                           ----------         ----------
<S>                                         <C>               <C>
   Net cash provided (used) by:
     Operating activities                   $(131,512)        $(170,553)
     Investing activities                      (8,159)           (7,900)
     Financing activities                     109,799           175,495
                                            ---------         ---------
   Net decrease in cash                     $ (29,872)        $  (2,958)
                                           ==========         =========
</TABLE>


<PAGE> 23

Housing operations are, at  any  time,   affected  by  a  number  of factors,
including the number of housing  units under construction and  housing  units
delivered.  Housing operating  activities for 1999 used less  cash  than 1998
primarily due to the timing of payments related to the operating  activities.

Cash flow from housing financing activities for 1999 provided cash, reflecting
the sale of the Company's  2009 Senior Subordinated  Notes, and net borrowings
under the  Credit  Facility,  offset  by the repayment of notes and mortgages.
Cash flow from housing financing  activities for 1998 provided cash reflecting
the sale of the Company's 7.75%  senior notes  due 2005 offset by purchases of
the   Company's   9.75%  senior  notes  due 2003  and the repayment of amounts
outstanding 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 activities.  As loan  originations  by Mortgage  are  primarily  from
homes sold 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.

Financial  services operating activities are affected primarily by the volume
of Mortgage's loan  originations and the timing of the sale of mortgage loans
and related  servicing rights to third party  investors.  Loans and servicing
rights are  generally  sold  to  investors  within  30  days  after homes are
delivered.  In this regard,  cash  flow  from  financial  services  operating
activities for 1999 used more cash  compared  to  1998  primarily  due  to an
increase  in  advances  to  a joint  venture  in which the Company is a joint
venture partner (see Note 3) and the timing of payments related to Mortgage's
origination activities.

The   Company  finances  its  financial  services  operations  primarily from
short-term debt which is repaid with internally generated funds, such as from
the origination and sale of residential mortgage loans and related servicing
rights.  As more fully discussed in Note 3 of Notes to Consolidated Condensed
Financial Statements,  the short-term debt consists of an $80 million secured
revolving line of credit (the "Mortgage  Credit  Facility")  that has been in
place since 1992  and  matures  on September  30,  2001.  While the  Mortgage
Credit  Facility  contains numerous covenants,   including a debt to tangible
net  worth  ratio  and  a  minimum  tangible  net  worth  requirement,  these
covenants are not anticipated to significantly limit Mortgage's operations.

The Company does not  guarantee  any of its financial services subsidiaries'
debt, except with respect to an unsecured credit agreement of a subsidiary of
Mortgage. See Note 3 of Notes to Consolidated Condensed Financial Statements.

The Company believes that internally generated funds and the Mortgage Credit
Facility will be sufficient to provide for Mortgage's working capital needs.

<PAGE> 24

Other

Year 2000 Issue

Many  computer  systems  in use  today  were designed and developed using two
digits, rather than four, to specify the year. As a result, such systems will
recognize the year 2000 as  the  year  1900.  This  could cause many computer
applications to fail completely or create erroneous results unless corrective
measures are taken.

The Company's year 2000 remediation program has been in  place since 1995 and
the costs of the program, which have not been significant, have been expensed
as  incurred. The  Company does not expect the remaining costs of the program
to have a material effect on the Company's results of operations.  A committee
has been appointed  to  oversee  the Company's year 2000 efforts  and to keep
Company management and  the  Company's  Board  of Directors informed of these
efforts.

The Company utilizes proprietary integrated  computer systems that provide its
administrative and operating  groups the financial and operating  information
needed  to  support  current  operations   and   future growth. The   Company
implemented  a program in 1995 to identify and remediate the computer systems
that would be  affected  by  the year 2000 issue and, in 1998,  expanded  the
program to include other operating  systems and equipment affected by the two
digit date field.

All of the Company's major computer  systems,  including its mortgage banking
operations' systems, are year 2000 compliant.  The Company is  testing  these
systems, as well as other operating systems  and  equipment,  and the Company
believes these systems and equipment will remain compliant.

The   Company   is   currently   evaluating   all   major supplier/contractor
relationships and believes there are  no significant  risks  associated  with
year 2000 issues impacting its operations.  The  Company  is  also  assessing
the year 2000 issues with other third-parties  on  which it relies, including
banking institutions, title companies and government  agencies  and  has been
informed by its primary banking institution,  its  primary  title company and
two major government agencies (Government National Mortgage  Association  and
Federal  National  Mortgage Association)  that  they are year 2000 compliant.
While other third-parties have  informed  the  Company  they  are   year 2000
compliant  and others have stated they will be compliant by the end  of 1999,
there can be no assurance that the systems  of  third-parties  on  which  the
Company  relies will be  compliant  in a timely manner.

The  Company  could be  impacted  by computer  system  failures at government
agencies on which the Company is dependent for  utilities,  zoning,  building
permits and related items. In addition,  there could be isolated instances of
subcontractors experiencing construction delays  due  to  their inability  to
secure  building materials on  a  timely  basis.   However, the  most  likely
worst-case scenario would include isolated  instances  of construction delays
caused  by  the Company's inability to secure  building  permits,  zoning and
utilities  as  well  as closing delays caused by the inability of the Company
to  obtain  certificates  of  occupancy  or  home buyers to obtain financing.
<PAGE> 25

The Company believes that,  based upon its assessment of the year 2000 issue,
certain  subcontractors,  vendors  and government agencies may encounter year
2000 problems  that  impact  the  Company  and  that  may  require it to take
alternate  or additional  steps.  As information  is received  and evaluated,
the Company will determine  whether  contingency plans are necessary.  Should
one or more of the significant  third  parties  fail  to  achieve  year  2000
compliance,  the Company's business and its  results  of  operations could be
adversely affected.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information  included  under "Item  7A.  Quantitative   and  Qualitative
Disclosures  About Market Risks" in the Company's Annual Report on Form 10-K
for  the  fiscal  year  ended  December  31, 1998  is incorporated herein by
reference.

Other than the use of proceeds from the sale in February 1999 of $125 million
principal amount of its 2009 Senior Subordinated  Notes to repay  part of the
balance outstanding under the Credit Facility,  there  have been no  material
changes in the   Company's   market   risk   during   the   nine months ended
September 30, 1999.
<PAGE> 26

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 and nine month periods ended  September 30, 1999 and  1998:

            States                 New Orders     Deliveries
            ------                -----------   -------------
     Three Month Period -          1999  1998    1999    1998
                                  ----- -----   -----   -----
     Arizona                        243   303     369     260
     California                     125   196     157     190
     Colorado                       282   341     316     349
     Florida                        512   472     682     572
     Maryland/Virginia              136    82     147     110
     Minnesota                      159   104     210     128
     Nevada                          56    55      62      93
     New Jersey                     187    94      78     103
     Ohio/Indiana (3)                 4    27      22      33
     Texas                          291   256     322     240
                                  ----- -----   -----   -----
                                  1,995 1,930   2,365   2,078
     Joint Venture Activity (1)     106    25      60      -
                                  ----- -----   -----   -----
                                  2,101 1,955   2,425   2,078
                                  ===== =====   =====   =====


        States                    New Orders      Deliveries      Backlog
        ------                   ------------   --------------  ------------
     Nine Month Period -          1999   1998    1999    1998   1999   1998
                                 -----  -----   -----   -----  -----  -----
     Arizona                       979  1,018   1,020     740    552    596
     California                    522    760     608     484    335    501
     Colorado                    1,220  1,211     868   1,041    951    756
     Florida                     2,014  2,123   1,862   1,839  1,484  1,610
     Maryland/Virginia             539    401     425     259    302    246
     Minnesota                     605    399     542     325    385    248
     Nevada                        213    251     204     245    116    114
     New Jersey                    370    383     239     296    269    247
     Ohio/Indiana (3)               54    120      61      85     42     67
     Texas                       1,029  1,071     964     716    743    757
                                 -----  -----   -----   -----  -----  -----
                                 7,545  7,737   6,793   6,030  5,179  5,142
     Joint Venture Activity (2)    299     25      94      -     272     25
                                 -----  -----   -----   -----  -----  -----
                                 7,844  7,762   6,887   6,030  5,451  5,167
                                 =====  =====   =====   =====  =====  =====


<PAGE> 27

(1)  Includes  1999  unit  data for two 50%  owned  retirement  joint
     ventures in Michigan and North  Carolina of 24 new orders and 21
     deliveries  and a 50% owned  affordable  home  joint  venture in
     Texas  of 82  new  orders  and 39  deliveries.  1998  unit  data
     consists  of 25 new  orders for the 50% owned  retirement  joint
     venture in Michigan.

(2)  Includes  1999  unit  data for two 50%  owned  retirement  joint
     ventures in  Michigan  and North  Carolina of 69 new orders,  28
     deliveries and 76 backlog and a 50% owned  affordable home joint
     venture  in  Texas  of 230 new  orders,  66  deliveries  and 196
     backlog. 1998 unit data consists of 25 new orders and 25 backlog
     for the 50% owned retirement joint venture in Michigan.

(3)  In 1997, theCompany made the decision to discontinue its Indiana
     operations.

Cautionary Disclosure Regarding Forward-Looking Statements -

     Certain  statements  contained herein, in the Company's press releases,
     oral  communications and other 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 Section 21E of the
     Securities Exchange Act of 1934, as amended. 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 "Item 5. Other  Information -
     Cautionary  Disclosure  Regarding  Forward-Looking  Statements"  in the
     Company's  Quarterly Report on Form 10-Q for the quarterly period ended
     March 31,  1999,  and the  disclosure  set forth under such  caption is
     incorporated herein by reference.


<PAGE> 28



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

  (a)   Exhibits

         Exhibit  10.1 -     Warehousing Credit and Security Agreement
                             (single  family  mortgage loans),   dated
                             as of October 1, 1999 between  U.S.  Home
                             Mortgage   Corporation   and  Residential
                             Funding Corporation.

         Exhibit    27 -     Financial Data Schedule

  (b)   Reports on Form 8-K

        No Current Reports on Form 8-K were filed by the Company
        during July, August or September 1999.


<PAGE> 29



                                 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:   November 10, 1999     /s/  Isaac Heimbinder
                                   _____________________________________
                                   Isaac Heimbinder
                                   President, Co-Chief Executive Officer
                                   and Chief Operating Officer



Date:   November 10, 1999      /s/  Chester P. Sadowski
                                    _____________________________________
                                    Chester P. Sadowski
                                    Senior Vice President - Controller
                                    and Chief Accounting Officer



<PAGE> 30




                                INDEX OF EXHIBITS

                                                                   Sequential
Exhibit                                                             Numbered
Number                                                                Page
------                                                            -----------

10.1            Warehousing Credit and Security Agreement
                (single  family  mortgage loans),   dated
                as of October 1, 1999  between  U.S. Home
                Mortgage   Corporation   and  Residential
                Funding Corporation.                                    31

27              Financial Data Schedule                                103