<PAGE> 1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

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

    For the quarterly period ended March 31, 2000

                                       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, Texas 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 April 30, 2000
Common stock, $.01 par value                        13,520,028 shares
<PAGE> 2
<TABLE>
<CAPTION>

                              U.S. HOME CORPORATION
                                      INDEX

                                                                         Page
                                                                        Number
                                                                        ------
<S>                                                                      <C>

Part I.     Financial Information

            Item 1.   Financial Statements

                      Consolidated Condensed Balance Sheets--
                      March 31, 2000 and December 31, 1999                3

                      Consolidated Condensed Statements of
                      Operations--Three Months Ended
                      March 31, 2000 and 1999                             5

                      Consolidated condensed Statements of
                      Cash Flow--Three Months Ended
                      March 31, 2000 and 1999                             6

                      Notes to Consolidated Condensed Financial
                      Statements                                          7

            Item 2.   Management's Discussion and Analysis of
                      Financial Condition and Results of
                      Operations                                         12

            Item 3.   Quantitative and Qualitative Disclosures
                      About Market Risk                                  16

Part II.    Other Information

            Item 4.   Submission of Matters to a Vote of Security
                      Holders                                            17

            Item 5.   Other Information                                  17

            Item 6.   Exhibits and Reports on Form 8-K                   19
</TABLE>




<PAGE> 3

PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements
<TABLE>
<CAPTION>

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

                                     ASSETS

                                                  March 31,   December 31,
                                                    2000        1999
                                                 ----------   -----------
                                                   (Unaudited)
HOUSING:
<S>                                              <C>           <C>
   Cash (including restricted funds) .........   $    7,747    $    6,170
   Receivables, net ..........................       59,464        30,329
   Single-Family Housing Inventories .........    1,275,834     1,245,375
   Option Deposits on Real Estate ............      114,605       103,213
   Other Assets ..............................       82,076        79,901
                                                 ----------    ----------
                                                  1,539,726     1,464,988
                                                 ----------    ----------

FINANCIAL SERVICES:
   Cash (including restricted funds) .........        7,365         6,596
   Residential Mortgage Loans ................       86,507        78,675
   Other Assets ..............................       19,769        22,732
                                                 ----------    ----------
                                                    113,641       108,003
                                                 ----------    ----------

CORPORATE:

   Cash and Other Assets ......................      35,100        29,649
                                                 ----------    ----------
                                                 $1,688,467    $1,602,640
                                                 ==========    ==========
</TABLE>

   The accompanying notes are an integral part of these balance sheets


<PAGE> 4
<TABLE>
<CAPTION>
                     U.S. HOME CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                  (Dollars in Thousands, Except Per Share Data)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                    March 31,    December 31,
                                                      2000          1999
                                                 ------------    ------------
                                                 (Unaudited)
CORPORATE AND HOUSING:
<S>                                              <C>            <C>
  Accounts Payable ...........................   $   155,537    $   160,329
  Accrued Expenses and Other Current
    Liabilities                                      127,808        117,411
  Revolving Credit Facility ..................       158,000         97,000
  Long-Term Debt .............................       550,297        553,089
                                                 -----------    -----------
                                                     991,642        927,829
                                                 -----------    -----------

FINANCIAL SERVICES:
  Accrued Expenses and Other Current
    Liabilities                                       12,921         12,677
  Revolving Credit Facilities ................        87,185         83,485
                                                 -----------    -----------
                                                     100,106         96,162
                                                 -----------    -----------

                                                   1,091,748      1,023,991
                                                 -----------    -----------

STOCKHOLDERS' EQUITY:
  Common Stock, $.01 par value, authorized
    50,000,000 shares, outstanding
    13,214,260 shares at March 31, 2000
    and 13,289,088 shares at December 31, 1999           137            137
  Capital In Excess of Par Value .............       403,838        403,467
  Retained Earnings ..........................       210,002        190,456
  Unearned Compensation on Restricted Stock ..        (3,640)        (3,643)
                                                 -----------    -----------
                                                     610,337        590,417
  Less Treasury Stock, at cost, 462,370 shares
    at March 31, 2000 and 387,542 shares at
    December 31, 1999 ........................       (13,618)       (11,768)
                                                  -----------    -----------

    Total Stockholders' Equity ...............       596,719        578,649
                                                 -----------    -----------
                                                 $ 1,688,467    $ 1,602,640
                                                 ===========    ===========

      The accompanying notes are an integral part of these balance sheets.
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>

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

                                   (Unaudited)

                                                        Three-months Ended
                                                             March 31,
                                                       -------------------
                                                        2000            1999
                                                      --------        --------
HOUSING:

<S>                                                   <C>             <C>
  Operating Revenues .............................    $467,108        $392,337
  Operating Costs and Expenses -
    Cost of products sold ........................     377,583         320,161
    Selling, general and administrative ..........      45,109          38,153
    Interest .....................................      11,216          10,504
                                                      --------        --------
                                                       433,908         368,818
                                                      --------        --------
  Housing Operating Income .......................      33,200          23,519
                                                      --------        --------

FINANCIAL SERVICES:
  Operating Revenues .............................      10,083           8,311
  General, Administrative and Other Expenses .....       5,797           4,964
                                                      --------        --------
  Financial Services Operating Income ............       4,286           3,347
                                                      --------        --------

CORPORATE GENERAL AND ADMINISTRATIVE .............       4,285           3,604

LENNAR MERGER EXPENSES ...........................       1,675            --
                                                      --------        --------

INCOME BEFORE INCOME TAXES .......................      31,526          23,262

PROVISION FOR INCOME TAXES .......................      11,980           8,723
                                                      --------        --------

NET INCOME .......................................    $ 19,546        $ 14,539
                                                      ========        ========

Basic Earnings Per Share .........................    $   1.48        $   1.09

Diluted Earnings Per Share .......................    $   1.45        $   1.06
</TABLE>

         The accompanying notes are an integral part of these statements.
<PAGE> 6
<TABLE>
<CAPTION>
                     U.S. HOME CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                   (Unaudited)

                                                      Three-months Ended
                                                            March 31,
                                                  -------------------------
                                                     2000             1999
                                                  ----------     -----------
<S>                                               <C>            <C>
Net Cash Used in Operating Activities:            $  (51,224)    $  (46,281)
                                                  ----------     ----------

Net Cash Flows Used in Investing Activities:
  Decrease (increase) in restricted cash              (1,250)         1,456
  Principal collections on investments in
    mortgage loans                                       382             98
  Purchase of property, plant and equipment,
    net of disposals                                  (3,181)        (4,293)
  Other                                                   -            (117)
                                                  ----------     ----------
  Net cash used in investing activities               (4,049)        (2,856)
                                                  ----------     ----------

Net Cash Flows Provided by Financing Activities:
  Proceeds from revolving credit facilities,
    net of repayments                                 64,700        (62,599)
  Net proceeds from sale of senior subordinated
    notes                                                 -         122,113
  Repayment of notes and mortgage notes payable       (3,368)        (4,137)
  Repurchase of common stock                          (1,835)        (7,015)
                                                  ----------    -----------
  Net cash provided by financing activities           59,497         48,362
                                                  ----------    -----------

Net Increase (Decrease) in Cash                        4,224           (775)
Cash At Beginning of Period                            6,099          7,285
                                                  ----------    -----------
Cash At End of Period                             $   10,323    $     6,510
                                                  ==========    ===========

Supplemental Disclosure:
  Interest paid, before amount capitalized -
    Housing                                       $   27,544    $    20,418
    Financial Services                                   452            243
                                                  ----------    -----------
                                                  $   27,996    $    20,661
                                                  ==========    ===========
  Income taxes paid                               $    1,903    $       733
                                                  ==========    ===========
</TABLE>
      The accompanying notes are an integral part of these statements.
<PAGE> 7

                     U.S. HOME CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2000
                             (Dollars in Thousands)

                                   (Unaudited)

(1)   ACQUISITION BY LENNAR CORPORATION

      In February 2000, U.S. Home Corporation  ("U.S. Home" or the "Company")
      and Lennar Corporation  ("Lennar") entered into a definitive  agreement
      for Lennar to acquire the Company through a merger. At meetings held on
      April 28, 2000, the stockholders of the Company and Lennar approved the
      merger.  Per the terms of the merger  agreement as amended,  U.S.  Home
      completed  the  acquisition  by Lennar  on May 2, 2000 and the  Company
      became a wholly-owned subsidiary of Lennar.

      Pursuant to a tender offer,  Lennar  completed the purchase for cash of
      substantially  all of  the  Company's  outstanding  senior  and  senior
      subordinated  indebtedness  on May 3,  2000.  Also  Lennar  repaid  the
      balance outstanding under the Company's Credit Facility.

(2)   BASIS OF PRESENTATION AND SEGMENT INFORMATION

      Basis of Presentation -

      The accompanying  consolidated  condensed  balance sheet as of December
      31, 1999, 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.
<PAGE> 8
      In the opinion of the Company, the accompanying  consolidated condensed
      financial  statements contain all adjustments (all of which were normal
      and recurring  adjustments)  necessary to present  fairly the Company's
      financial  position as of March 31, 2000 and  December 31, 1999 and its
      results of operations and cash flows for the three-month  periods ended
      March 31, 2000 and 1999.

      Because of the seasonal nature of the Company's  business,  the results
      of operations for the three-month periods ended March 31, 2000 and 1999
      are not necessarily indicative of the results for the full year.

      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-month  periods
      ended  March  31,  2000  and  1999  contributed  by the  home  building
      operations.   The   Company  is  one  of  the   largest   single-family
      homebuilders in the United States based on homes delivered. The Company
      currently  builds and sells homes in more than 240 new home communities
      in 33 market 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 of 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-month periods ended March 31,
      2000 and 1999.
<PAGE> 9

(3)   INVENTORIES

      The components of single-family housing inventories are as follows:
<TABLE>
<CAPTION>
                                                      March 31,   December 31,
                                                        2000           1999
                                                     ----------   ------------
<S>                                                  <C>            <C>
          Housing completed and under construction   $  506,346     $  463,563
          Models .................................      103,957        102,512
          Finished lots ..........................      205,272        209,827
          Land under development .................      323,309        328,683
          Land held for development or sale ......      136,950        140,790
                                                     ----------     ----------
                                                     $1,275,834     $1,245,375
                                                     ==========     ==========
</TABLE>

(4)   REVOLVING CREDIT FACILITIES AND LONG-TERM DEBT

      Housing -

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

                                                      March 31,  December 31,
                                                         2000       1999
                                                     ---------   ------------
<S>                                                   <C>          <C>
          Revolving credit facility ...............   $158,000     $ 97,000
                                                      --------     --------
          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 .............     99,820       99,811
          8.88% Senior subordinated notes due 2007     125,000      125,000
          8.875% Senior subordinated notes due 2009    124,101      124,076
          Notes and mortgage notes payable ........     26,376       29,202
                                                      --------     --------
                                                       550,297      553,089
                                                      --------     --------
                                                      $708,297     $650,089
                                                      ========     ========
</TABLE>

      The Company has an unsecured  revolving  credit  agreement (the "Credit
      Facility")  with a group of banks.  The Credit Facility was amended and
      restated in February 2000 to provide for  borrowings of up to $360,000,
      of which up to $35,000  may be used for  letter of credit  obligations,
      subject  to a  borrowing  base  limitation.  The amount  available  for
      borrowing  under the Credit  Facility is based on housing  inventories,
      land,  finished lots and closing proceeds  receivables less outstanding

<PAGE> 10
      senior debt  borrowings  (as defined),  including  amounts  outstanding
      under the Credit  Facility;  as the amount invested in these categories
      changes,  the amount of available borrowings will increase or decrease.
      At March 31,  2000,  $188,389  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  agreement)  for the
      preceding fiscal quarter.

      Housing  notes  and  mortgage  notes  payable  are  primarily  for  the
      acquisition  and  development of land, with interest rates ranging from
      8.0% to 10.0%.  Assets  pledged as  collateral  under these  agreements
      totaled approximately $47,288 at March 31, 2000.

      Financial Services -

      The financial services credit facilities consist of the following:
<TABLE>
<CAPTION>
                                              March 31,          December 31,
                                                2000                1999
                                             ----------          ------------
<S>                                          <C>                 <C>
          Mortgage Credit Facility           $   77,485          $     76,185
          Subsidiary Credit Agreement             9,700                 7,300
                                             ----------          ------------
                                             $   87,185          $     83,485
                                             ==========          ============
</TABLE>

      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.

      In 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.
<PAGE> 11
(5)   INTEREST

      A summary of housing  interest for the three-month periods ended March
      31, 2000 and 1999 follows:
<TABLE>
<CAPTION>
                                                         2000          1999
                                                      ----------   ---------
<S>                                                   <C>          <C>
      Capitalized at beginning of period              $  84,878    $  68,750
      Capitalized                                        16,537       12,985
      Previously capitalized interest included in
        interest expense                                (11,216)     (10,504)
      Other                                                 (12)           9
                                                      ---------    ---------
      Capitalized at end of period                    $  90,187    $  71,240
                                                      =========    =========
</TABLE>
      Financial services  interest expense for the three-month periods ended
      March 31, 2000  and  1999, was  $518  and  $200,  respectively, and is
      included   in   general,   administrative  and   other expenses in the
      accompanying consolidated condensed statements of operations.

(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 the assumed  exercise of stock options.  The  following table
      summarizes   the   basic  earnings  and  diluted  earnings  per  share
      computations for the three-month periods ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>
                                                       2000          1999
                                                  -------------  -----------
      Basic earnings per share:
<S>                                                 <C>          <C>
        Net income                                  $    19,546  $    14,539

        Weighted average number of common shares     13,218,735   13,345,945

        Earnings per share                          $      1.48  $      1.09
                                                    ===========  ===========

      Diluted earnings per share:
        Net income, assuming dilution               $    19,546  $    14,539

        Weighted average number of common shares     13,218,735   13,345,945
        Incremental shares from assumed conversions
          Contingent common shares                        3,287      111,999
          Stock options                                 237,525      315,693
                                                    -----------  -----------
        Adjusted weighted average number of
          common shares                              13,459,547   13,773,637
                                                    ===========  ===========
        Earnings per share                          $      1.45  $      1.06
                                                    ===========  ===========
</TABLE>
<PAGE> 12
(7)   TREASURY STOCK

      As of March 31,  2000,  the Company had  remaining  Board of  Directors
      authorization to repurchase up to 669,400 shares of outstanding  common
      stock, in the aggregate, from time to time in the open market and/or in
      private  transactions.  During the  three-month  period ended March 31,
      2000,  the Company  repurchased  71,000  shares of common  stock for an
      aggregate  purchase price of $1,835. The cost of the repurchased shares
      has been included in "Treasury Stock" in the accompanying  consolidated
      condensed balance sheets.

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

Results of Operations

                                     Housing

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

                                             Three-Months Ended
                                                  March 31,
                                      ---------------------------------
                                          2000                  1999
                                      ----------            ----------
Revenues -
<S>                                   <C>                   <C>
   Single-family homes                $  457,605            $  388,237
   Land and other                          9,503                 4,100
                                      ----------            ----------
     Total                            $  467,108            $  392,337
                                      ==========            ==========

Single-family homes -
   Gross margin amount                $   86,475            $   70,342
   Gross margin percentage                  18.9%                 18.1%
   Units delivered                         2,234                 2,092
   Average sales price                $  204,800            $  185,600
   New orders taken                        3,272                 2,962
   Backlog at end of period:
     Aggregate sales amount           $1,222,132            $1,029,452
     Units                                 5,381                 5,175
Selling, general and
   administrative expenses as a
   percentage of housing revenues            9.7%                  9.7%

Interest -
   Paid or accrued                    $   16,537            $   12,985
   Percentage capitalized                  100.0%                100.0%
   Previously capitalized
     interest included in
     interest expense                 $   11,216            $   10,504
   Percentage of housing revenues            2.4%                  2.7%
</TABLE>
<PAGE> 13

Revenues and Sales -

Revenues from  sales of single-family  homes for the  three-month  period ended
March 31, 2000  increased 17.9% compared to the three-month  period ended March
31, 1999. The  increase  resulted  primarily from a 6.8% increase in the number
of housing units delivered and a 10.3% increase in the average sales price. The
average sales price reflects price  increases, product and geographical mix and
higher  revenue  contributions  from  options and  upgrades  sold  through  the
Company's design centers.

New orders taken for the three-month period ended March 31, 2000 increased 10.5%
compared to the same period in 1999.  This increase in new orders taken reflects
the  continued  strong  demand for new  single-family  homes  which the  Company
believes  to be the  result of several  factors:  an  increase  in the number of
communities  open,  continued  strength  in the economy as  evidenced  by strong
consumer  confidence  and high levels of  employment,  and an increase in family
wealth.

Gross Margins -

The single-family homes gross margin percentage for the three-month period ended
March 31, 2000  increased 80 basis  points  compared to the same period in 1999.
The  increase  was  primarily  due to  product  and  geographic  mix  and  price
increases.

Backlog -

The aggregate amount of sales backlog at March 31, 2000 increased 18.7% compared
to March 31,  1999.  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. Substantially all of the Company's backlog units at March 31, 2000,
net of  cancellations,  are  expected to result in  revenues  prior to March 31,
2001.

Selling, General and Administrative Expenses -

As a  percentage  of  housing  revenues,  selling,  general  and  administrative
expenses for the  three-month  period ended March 31, 2000  remained the same as
for the three-month  period ended March 31, 1999.  Actual  selling,  general and
administrative  expenses  for  the  three-month  period  ended  March  31,  2000
increased $6,956 million when compared to the same period in 1999. This increase
was  primarily  due to  increases  in  volume-related  expenses  ($2.5  million)
resulting from increased  deliveries in 2000 when compared to 1999 and increased
compensation  costs and  marketing  center  expenses  resulting  from  increased
activities.
<PAGE> 14

Interest -

Interest  paid or  accrued  for the  three-month  period  ended  March 31,  2000
increased  approximately 27.4% compared to the same period in 1999. The increase
in 2000 is 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-month  period  ended  March 31, 2000
increased  6.8%  compared to the  three-month  period ended March 31, 1999.  The
increase  was  attributable  primarily  to an  increase in the number of housing
units delivered and an increase in the average interest expense per housing unit
delivered.


<PAGE> 15

                               Financial Services

Revenues -

Revenues for  the financial  services segment for the periods indicated were as
follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                         Three-Months
                                                             Ended
                                                          March 31,
                                                   ------------------------
                                                      2000          1999
                                                   --------       --------
<S>                                                <C>            <C>
    U.S. Home Mortgage Corporation and
      Subsidiary                                   $  8,785       $  7,097
    Other financial services operations               1,298          1,214
                                                   --------       --------
                                                   $ 10,083       $  8,311
                                                   ========       ========
</TABLE>

The increase in U.S. Home Mortgage Corporation's  ("Mortgage") revenues for the
three-month period ended March 31, 2000 when compared to the three-month period
ended  March 31,  1999 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  remained  substantially  constant  at 80% for the three-month
period ended March 31,  2000  compared  to 83% for  the  same  period  in 1999.
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 .9% for
the three-month periods ended March 31, 2000 and 1999. Actual corporate general
and  administrative  expenses  for the three-month period  ended March 31, 2000
were $4.3 million, compared to $3.6 million for the  three-month  period  ended
March 31, 1999.

Merger Expenses -

Merger expenses include  investment banking,  legal and other fees  incurred in
conjunction with the Company's acquisition by Lennar.


<PAGE> 16


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.  Sale of new homes is
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  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 2000 from 1999 were
primarily  the  result of  increased  activities,  including an increase in the
Company's  retirement  and active adult community.

The Company has historically financed its working capital needs from operations
and  borrowings.  The Company expects to fund its future working  capital needs
from its operations and from Lennar.


<PAGE> 17

                               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 2000
provided  more  cash  compared to 1999 primarily due to increased profitability
and the timing of payments related to Mortgage's origination activities.

The  Company  finances  its  financial  services  operations   primarily   from
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 4 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") which 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 4 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.

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  year  ended  December  31, 1999  is  incorporated  herein  by   reference.

There have been no  material  changes in the Company's  market  risk during the
three-months ended March 31, 2000.


<PAGE> 18
PART II.  OTHER INFORMATION

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

     At a  special meeting of stockholders of the Company,  held on April 28,
     2000,  the  stockholders approved the Plan and  Agreement of Merger,  as
     amended. The  votes of the Company's stockholders was as follows:
<TABLE>
<CAPTION>

                                                           Broker
       In Favor           Opposed        Abstained        Non-vote
     ----------           -------        ---------        --------
<S>   <C>                  <C>              <C>                <C>
      9,280,151            19,666           11,440             -0-
</TABLE>

Item 5.  Other Information

     Additional Operating Data -

     The following table provides information (expressed in number of housing
     units) with respect to new orders  taken,  deliveries  to  purchasers of
     single-family  homes and  backlog by state for the  three-month  periods
     ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>
         States                      New Orders    Deliveries       Backlog
     -------------------          --------------  -------------   -----------
                                    2000   1999    2000    1999    2000  1999
                                  ------  -----   -----   -----   -----  ----
<S>                                <C>    <C>     <C>     <C>    <C>    <C>
       Arizona                       433    365     264     293    600    665
       California                    299    240     162     244    420    417
       Colorado                      573    569     339     267  1,064    901
       Florida                       823    787     612     524  1,475  1,595
       Maryland/Virginia             269    197     159     125    383    260
       Minnesota                     243    218     144     112    353    306
       Nevada                         73     64      48      69    111    102
       New Jersey                    172    103     137     116    324    125
       Ohio                           16     24      17      23     26     50
       Texas                         371    395     352     319    625    754
                                  ------  -----   -----   -----  -----  -----
                                   3,272  2,962   2,234   2,092  5,381  5,175
       Joint venture activity (1)    102     71      99       3    274    135
                                  ------  -----   -----   -----  -----  -----
                                   3,374  3,033   2,333   2,095  5,655  5,310
                                  ======  =====   =====   =====  =====  =====
</TABLE>

        (1)  Includes  communities  owned  by  joint  ventures  in  which the
             Company has a 50% interest.  The table below  sets forth the new
             orders   taken,   deliveries   to   customers   and   backlog of
             single-family homes of these joint ventures for the  three-month
             periods ended March 31, 2000 and 1999:
<PAGE> 19
<TABLE>
<CAPTION>

                           2000                               1999
           ----------------------------------   ------------------------------
             Retirement   Affordable   Total    Retirement  Affordable   Total

<S>            <C>          <C>         <C>         <C>         <C>        <C>
 New Orders
   Taken        36           66         102         20          51          71
 Deliveries     13           86          99          -           3           3
 Backlog       101          173         274         55          80         135

</TABLE>

      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 7. Other  Cautionary
      Disclosure  Regarding  Forward-Looking  Statements"  in   the  Company's
      Annual  Report on Form 10-K for the year  ended  December 31, 1999,  and
      the disclosure set forth  under such caption is  incorporated  herein by
      reference.


<PAGE> 20


Item 6. Exhibits and Reports on Form 8-K

  (a)   Exhibits

        Exhibit 10.01   -   First  Amendment  to  Second  Amended and Restated
                            Warehousing Credit and Security  Agreement,  dated
                            as of March 23, 2000,  by and  between  U.S.  Home
                            Corporation  and  Residential Funding Corporation.

        Exhibit 27      -   Financial Data Schedule

  (b)   Reports on Form 8-K

        On February 28, 2000,  under Item 5 of  Form 8-K the Company  filed  a
        Current Report  on  Form 8-K  which  included  documents  attached  as
        exhibits  relating  to  the Plan  and Agreement of Merger By and Among
        the  Company,   Lennar  and   Len   Acquisition  Corporation,    dated
        February 16, 2000, a voting agreement  by and among  the  Company  and
        certain  stockholders  of  Lennar  and  an  amendment  to  the  rights
        Agreement  between  the  Company  and  First Chicago Trust Company  of
        New York.

        On April 13, 2000,  under  Item  5 of Form 8-K,  the Company  filed  a
        Current Report  on  Form 8-K which included a document attached  as an
        exhibit relating to the Amendment to Merger Agreement dated  March 17,
        2000, amending a Plan dated as of February 16, 2000.

        No other  Current Reports on Form 8-K was filed by  the Company during
        January, February, March, or April 2000.


<PAGE> 21



                                   SIGNATURES

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

                                         U.S. HOME CORPORATION



Date:   May 11, 2000                     /s/  Isaac Heimbinder
                                         -------------------------------------
                                         Isaac Heimbinder

                                         President, Co-Chief Executive Officer
                                         and Chief Operating Officer

Date:   May 11, 2000                     /s/  Chester P. Sadowski
                                         -------------------------------------
                                         Chester P. Sadowski
                                         Senior  Vice President-Controller and
                                         Chief Accounting Officer


<PAGE> 22




                                INDEX OF EXHIBITS

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

10.01     First Amendment  to Second Amended and Restated
          Warehousing Credit and Security Agreement dated
          as of March 23, 2000, by  and between U.S. Home
          Corporation and Residential Funding Corporation.               23

27        Financial Data Schedule                                        27