<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 June 30, 1998

                                     OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the transition period from _______________ to _________________.

                       Commission File Number 1-5899

                           U.S. HOME CORPORATION
           (Exact name of registrant as specified in its charter)

     Delaware                                                  21-0718930
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                 1800 West Loop South, Houston, Texas 77027
            (Address of principal executive offices) (Zip Code)

     Registrant's telephone number, including area code: (713) 877-2311

                               Not Applicable
            (Former name, former address and former fiscal year,
                       if changed since last report.)

Indicate  by  check  mark whether  the registrant  (1) has filed all reports
required to be filed by Section  13 or 15(d)  of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and  (2) has been subject to
such filing  requirements  for the past   90 days.               YES   X  NO

Indicate by check mark whether  the  registrant  has filed all documents and
reports  required to be filed  by  Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent  to  the  distribution of securities under a
plan confirmed by a court.                                      YES   X  NO

Indicate the number of shares  outstanding of each of the  issuer's  classes
of common stock, as of the latest practicable date.

            Class                            Outstanding at July 31, 1998
Common stock, $.01 par value                        13,674,463 shares
<PAGE> 2

                           U.S. HOME CORPORATION

                                   INDEX


                                                                       Page
                                                                      Number
Part I.     Financial Information

            Item 1.  Financial Statements

                     Consolidated   Condensed  Balance Sheets--
                     June 30, 1998 and December 31, 1997                 3

                     Consolidated   Condensed   Statements   of
                     Operations--Three  and Six  Months   Ended
                     June 30, 1998 and 1997                              5

                     Consolidated   Condensed   Statements   of
                     Cash Flows--Six Months Ended June 30, 1998
                     and 1997                                            6

                     Notes to Consolidated  Condensed Financial
                     Statements                                          7

            Item 2.  Management's Discussion and Analysis of
                     Financial Condition and Results of Operations      13
                                                                  

Part II.    Other Information


            Item 4.  Submission of Matters to a Vote of Security
                     Holders                                            14

            Item 5.  Other Information                                  20

            Item 6.  Exhibits and Reports on Form 8-K                   21




<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
                                   ------

                                                    June 30,     December 31,
                                                      1998          1997
                                                  ------------   -------------
                                                  (Unaudited)
HOUSING:
<S>                                               <C>            <C>       
   Cash (including restricted funds) ........     $   11,790     $    6,270
   Receivables, net .........................         53,465         42,595
   Single-Family Housing Inventories ........        943,188        789,236
   Option Deposits on Real Estate ...........         84,091         90,155
   Other Assets .............................         82,935         54,006
                                                  ----------     ----------
                                                   1,175,469        982,262
                                                  ----------     ----------

FINANCIAL SERVICES:
   Cash (including restricted funds) ........          6,599          5,492
   Residential Mortgage Loans ...............         75,333         69,209
   Other Assets .............................          9,689         10,151
                                                  ----------     ----------
                                                      91,621         84,852
                                                  ----------     ----------

                                                  $1,267,090     $1,067,114
                                                  ==========     ==========


</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)

                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------
<TABLE>
<CAPTION>

                                                 June 30,        December 31,
                                                   1998              1997
                                              -------------     -------------
                                              (Unaudited)
HOUSING:
<S>                                           <C>               <C>         
  Accounts Payable ........................   $  112,653         $  92,160
  Accrued Expenses and Other Current
    Liabilities ...........................       77,649            68,848
  Revolving Credit Facility ...............      104,000            29,000
  Long-Term Debt ..........................      419,189           395,918
                                              ----------         ---------
                                                 713,491           585,926
                                              ----------         ---------
FINANCIAL SERVICES:
  Accrued Expenses and Other Current
    Liabilities ...........................       34,008            21,067
  Revolving Credit Facility ...............       31,032            40,343
                                              ----------         ---------
                                                  65,040           61,410
                                              ----------         ---------

    Total Liabilities .....................      778,531          647,336
                                              ----------         ---------

STOCKHOLDERS' EQUITY:
  Common  Stock, $.01 par  value,
    authorized 50,000,000  shares,
    outstanding 13,674,395 shares at
    June 30, 1998 and 11,762,518
    shares at December 31, 1997 ...........          137               119
  Capital In Excess of Par Value ..........      402,717           368,277
  Retained Earnings .......................       87,327            57,358
  Unearned Compensation on Restricted
    Stock .................................       (1,622)           (1,770)
                                              ----------        ----------
                                                 488,559           423,984
  Less Treasury Stock, at cost, no shares
    at June 30, 1998 and 157,743 shares at
    December  31, 1997 ....................         --               4,206
                                              ----------        ----------

    Total Stockholders' Equity ............      488,559           419,778
                                              ----------        ----------
                                              $1,267,090        $1,067,114
                                              ==========        ==========
</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     Six Months Ended
                                         June 30,               June 30,
                                     --------------------  -------------------
                                     1998           1997      1998        1997
                                     --------    --------   --------    -----
HOUSING:
<S>                                  <C>        <C>        <C>        <C>      
  Operating Revenues ............... $ 359,383  $ 334,011  $ 686,826  $ 644,659
                                     ---------  ---------  ---------  ---------
  Operating Costs and Expenses -
    Cost of products sold ..........   293,279    275,641    558,124    531,221
    Selling, general and 
      administrative ...............    34,540     31,203     67,845     60,890
    Interest .......................    10,172      8,902     19,348     16,782
                                     ---------  ---------  ---------  ---------
                                       337,991    315,746    645,317    608,893
                                     ---------  ---------  ---------  ---------
  Housing Operating Income .........    21,392     18,265     41,509     35,766
                                     ---------  ---------  ---------  ---------
FINANCIAL SERVICES:
  Operating Revenues ...............     8,124      6,530     15,226     11,915
  General, Administrative and
    Other Expenses .................     5,048      4,190      9,750      8,065
                                     ---------  ---------  ---------  ---------
  Financial Services Operating
    Income .........................     3,076      2,340      5,476      3,850
                                      --------  ---------  ---------  ---------

CORPORATE GENERAL AND ADMINISTRATIVE     3,141      3,092      6,475      6,003
                                     ---------  ---------  ---------  ---------

INCOME BEFORE INCOME TAXES AND
  EXTRAORDINARY LOSS ...............    21,327     17,513     40,510     33,613
                                     ---------  ---------  ---------  ---------

PROVISION FOR INCOME TAXES:
  Federal and State Income Taxes ...     7,891      6,480     14,989     12,437
  Tax Benefit ......................      --         --       (7,474)      --
                                     ---------  ---------  ---------  ---------
                                         7,891      6,480      7,515     12,437
                                     ---------  ---------  ---------  ---------
INCOME BEFORE EXTRAORDINARY LOSS....    13,436     11,033     32,995     21,176

EXTRAORDINARY LOSS FROM EARLY
  RETIREMENTOF DEBT, NET OF INCOME
  TAX BENEFIT ......................     1,496       --        3,026       --
                                     ---------  ---------  ---------  ---------

NET INCOME ......................... $  11,940  $  11,033  $  29,969  $  21,176
                                     =========  =========  =========  =========
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
<S>                                  <C>        <C>        <C>        <C>
BASIC EARNINGS PER SHARE:
  Income Before Extraordinary Loss . $    1.11  $     .96  $    2.76  $    1.84
  Extraordinary loss ............... $    (.12) $    --    $    (.25) $    --
  Net income ....................... $      99  $     .96  $    2.51  $    1.84
DILUTED EARNINGS PER SHARE:
  Income Before Extraordinary Loss . $    1.01  $     .82  $    2.49  $    1.57
  Extraordinary Loss ............... $    (.11) $    --    $    (.23) $    --
  Net Income ....................... $     .90  $     .82  $    2.26  $    1.57
</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>
                                                        Six Months Ended
                                                          June 30,
                                                    -----------------------
                                                       1998          1997
                                                    ---------    ---------
<S>                                                 <C>          <C>       
Net Cash  Used by Operating Activities ..........   $(106,833)   $ (18,685)
                                                    ---------    ---------

Net Cash Flows From Investing Activities:
  Increase in restricted cash ...................      (2,190)     (11,337)
  Principal collections on investments in
    mortgage loans ..............................       2,030        5,046
  Purchase of property, plant and equipment,
    net of disposals ............................      (4,166)      (1,506)
  Other .........................................        (739)          51
                                                    ---------    ---------
  Net cash used by investing activities .........      (5,065)      (7,746)
                                                    ---------    ---------

Net Cash Flows From Financing Activities:
  Proceeds from revolving credit
    facilities, net of repayments ...............      65,689       29,744
  Net proceeds from sale of senior notes ........      98,237         --
  Proceeds from exercise of Class B warrants ....      36,748         --
  Purchase of senior notes ......................     (82,980)        --
  Repayment of notes and mortgage notes payable .      (1,897)      (2,587)
  Repurchase of common stock and Class B warrants        --         (2,529)
  Redemption of convertible preferred stock .....        --           (203)
  Other .........................................         538         --
                                                    ---------    ---------
  Net cash provided by financing activities .....     116,335       24,425
                                                    ---------    ---------
Net Increase (Decrease) in Cash .................       4,437       (2,006)
Cash At Beginning of Period .....................       6,466        8,138
                                                    ---------    ---------
Cash At End of Period ...........................   $  10,903    $   6,132
                                                    =========    =========

Supplemental Disclosure:
  Interest paid, before amount capitalized -
    Housing .....................................   $  18,285    $  17,073
    Financial Services ..........................         815          666
                                                    ---------    ---------
                                                    $  19,100    $  17,739
                                                    =========    =========
  Income taxes paid .............................   $  14,002    $  15,023
                                                    =========    =========
</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
                               June 30, 1998
                           (Dollars in Thousands)
                                (Unaudited)

(1)     PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

        The  accompanying   consolidated  condensed  balance  sheet  as  of
        December  31, 1997,  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 June 30, 1998 and
        December 31, 1997 and its results of  operations  for the three and
        six month  periods  ended June 30, 1998 and 1997 and cash flows for
        the six month periods ended June 30, 1998 and 1997.

        Because  of the  seasonal  nature of the  Company's  business,  the
        results of  operations  for the three and six month  periods  ended
        June  30,  1998  and 1997  are not  necessarily  indicative  of the
        results for the full year.
<PAGE> 9

(2)     INVENTORIES

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

                                                       June 30,   December 31,
                                                         1998         1997
                                                      ---------   -----------

        <S>                                           <C>         <C>
        Housing completed and under construction .    $ 351,181   $ 302,258
        Models ...................................       85,449      83,943
        Finished lots ............................      134,339     138,747
        Land under development ...................      100,991      75,959
        Land held for development or sale ........      271,228     188,329
                                                      ---------   ---------
                                                      $ 943,188   $ 789,236
                                                      =========   =========
</TABLE>

(3)     REVOLVING CREDIT FACILITIES AND LONG-TERM DEBT

        Housing -

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

                                                      June 30,     December 31,
                                                        1998           1997
                                                      --------     ------------
         <S>                                          <C>            <C>     
         Revolving credit facility ..............     $104,000       $ 29,000
                                                      --------       --------

         7.95% Senior notes due 2001 ............       75,000         75,000
         9.75% Senior notes due 2003 ............         --           79,703
         8.25% Senior notes due 2004 ............      100,000        100,000
         7.75% Senior notes due 2005 ............       99,754           --
         8.88% Senior subordinated notes due 2007      125,000        125,000
         Notes and mortgage notes payable .......       19,435         16,215
                                                      --------       --------
                                                       419,189        395,918
                                                      --------       --------
                                                      $523,189       $424,918
                                                      ========       ========
</TABLE>
<PAGE> 10

        The Company has an unsecured revolving credit facility (the "Credit
        Facility") with a group of banks. The Credit Facility  provides for
        borrowings  of up to a maximum of $180,000,  of which up to $20,000
        may  be  used  for  letter  of  credit  obligations,  subject  to a
        borrowing base limitation. The amount available for borrowing under
        the Credit Facility is based on housing inventories, land, finished
        lots and closing  proceeds  receivable less the outstanding  senior
        debt borrowings (as defined),  including amounts  outstanding under
        the Credit  Facility;  as the amount  invested in these  categories
        changes,  the  amount of  available  borrowings  will  increase  or
        decrease.  At  June  30,  1998,  $61,955  of  the  Credit  Facility
        commitment was available for borrowing. Borrowings bear interest at
        a premium over the London  Interbank  Offered Rate ("LIBOR") or the
        rate  announced by the agent bank. The Credit  Facility  expires on
        May 31, 2001,  but may be extended  annually  beginning in 1999 for
        successive  one-year  periods  with the  consent of the banks,  and
        contains  numerous real estate and financial  covenants,  including
        restrictions on incurring  additional  debt,  creation of liens and
        levels of land and housing  inventories  maintained  by the Company
        and a  prohibition  on the payment of  dividends,  other than stock
        dividends.

        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 June 30, 1998, 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  January  1998,  the  Company  completed  the  sale of  $100,000
        principal  amount of its  7.75%  senior  notes due 2005 (the  "2005
        Senior  Notes") for the  purpose of raising  proceeds to redeem the
        balance  of its  9.75%  senior  notes due 2003  (the  "2003  Senior
        Notes")  which were first  callable  in June 1998.  The 2005 Senior
        Notes were issued at  original  issue  discount  of $263,  which is
        being  amortized  over the term of the notes.  Interest  is payable
        semi-annually  commencing on July 15, 1998. On or after January 15,
        2003,  the 2005  Senior  Notes may be redeemed at the option of the
        Company, in whole or in part, at prices ranging from 101.29% during
        the 12 month period beginning January 15, 2003 to 100% (on or after
        January 15, 2004) of the principal  amount  thereof,  together with
        accrued  and  unpaid  interest.  Upon a change  of  control  of the
        Company,  holders of the 2005  Senior  Notes will have the right to
        require the Company to redeem their Notes at a price of 101% of the
        principal   amount  thereof,   together  with  accrued  and  unpaid
        interest.  There can be no assurance that sufficient  funds will be
        available  at the time of a change of control to make any  required
        repurchases.
<PAGE> 11

        In June 1998, the Company redeemed $43,109  principal amount of the
        2003 Senior  Notes and in the first  quarter of 1998,  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  $1,496,  net of income tax
        benefit of $878,  in the three month period ended June 30, 1998 and
        an  extraordinary  loss of  $3,026,  net of income  tax  benefit of
        $1,777, in the six month period ended June 30, 1998.

        Financial Services -

        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"),  as
        amended.  The Mortgage  Credit  Facility is secured by  residential
        mortgage loans, is not guaranteed by the Company, matures on August
        31, 1999 and bears interest at 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
        totaling  $7,474 related to these  deductions in 1998. The decrease
        in the deferred tax liability  increased basic and diluted earnings
        per share in the six month period ended June 30, 1998,  by $.63 per
        share and $.56 per share, respectively.

(5)     INVESTMENT

        In April 1998,  th Company  purchased a 13.3% interest in a Mexican
        home building company,  headquartered near the City of Guadalajara,
        Mexico for $12,759,  which amount is included in "other  assets" in
        the accompanying consolidated condensed balance sheets. The Company
        accounts for its investment using the cost method of accounting. As
        part of this  agreement, the Company and the Mexican company agreed
        to form a joint venture to, among other things,  develop, construct
        and sell  affordable  housing  communities  initially  in Texas and
        Arizona.


<PAGE> 12

(6)     INTEREST

        A summary of housing  interest for the three and six month  periods
        ended June 30, 1998 and 1997 follows:
<TABLE>
<CAPTION>

                                                        Three Month Period
                                                        ------------------
                                                         1998        1997
                                                       --------     --------
        <S>                                           <C>          <C>     
        Capitalized at beginning of period ........   $ 64,728     $ 59,239
        Capitalized ...............................     11,619        8,980
        Previously capitalized interest included in
          interest expense ........................    (10,172)      (8,902)
        Other .....................................        (20)          79
                                                       --------     --------
        Capitalized at end of period ..............    $ 66,155     $ 59,396
                                                       ========     ========
</TABLE>

<TABLE>
<CAPTION>
                                                         Six Month Period
                                                         ----------------
                                                        1998           1997
                                                       --------     --------
        <S>                                            <C>          <C>     
        Capitalized at beginning of period ........    $ 62,950     $ 58,566
        Capitalized ...............................      22,580       17,555
        Previously capitalized interest included in
          interest expense ........................     (19,348)     (16,782)
        Other .....................................         (27)          57
                                                       --------     --------
        Capitalized at end of period ..............    $ 66,155     $ 59,396
                                                       ========     ========
</TABLE>


<PAGE> 13
        Financial  services  interest  expense  for the  three and six month
        periods ended June 30, 1998 and 1997, which is included in "general,
        administrative and other expenses" in the accompanying  consolidated
        condensed statements of operations follows:
<TABLE>
<CAPTION>
                                                         1998           1997
                                                       -------        -------
         <S>                                           <C>            <C>    
         Three month period                            $   426        $   354
         Six month period                                  837            663
</TABLE>
(7)     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,  (ii) the
        dilutive effect of the Class B warrants  through their exercise and
        expiration in June 1998 and the  convertible  redeemable  preferred
        stock through its  redemption  and  conversion  in March 1997,  and
        (iii) the assumed conversion of the 4.875% convertible subordinated
        debentures  through their  redemption  and  conversion in September
        1997. The following  table  summarizes the basic earnings per share
        and diluted  earnings per share  computations for the three and six
        month periods ended June 30, 1998 and 1997:

<PAGE> 14
<TABLE>
<CAPTION>
       Three Month Period -                           1998           1997
                                                    ------------   ------------
        Basic earnings per share:
          <S>                                       <C>            <C>         
          Income before extraordinary loss .....    $     13,436   $     11,033
          Extraordinary loss ...................           1,496           --
                                                    ------------   ------------
          Net Income ...........................    $     11,940   $     11,033
                                                    ------------   ------------

          Weighted average number of common shares    12,053,537     11,542,469
                                                    ============   ============

          Earnings per share -
            Income before extraordinary loss ...    $       1.11   $        .96
            Extraordinary loss .................    $       (.12)  $       --
            New income .........................    $        .99   $        .96

          Diluted earnings per share:
            Income before interest applicable to
            convertible subordinated debentures
            and extraordinary loss .............    $     13,436   $     11,033
          Interest applicable to convertible
            subordinated debentures, net of
            income taxes .......................             --              654
                                                    ------------   ------------
          Income before extraordinary loss,
            assuming dilution ..................          13,436         11,687
          Extraordinary loss ...................           1,496            --
                                                    ------------   ------------
          Net income, assuming dilution ........    $     11,940   $     11,687
                                                    ============   ============

          Weighted average number of common shares    12,053,537     11,542,469
          Incremental shares from assumed
            conversions -
            Contingent common shares ...........           8,881         15,181
            Stock options ......................         420,049         75,895
            Class B warrants ...................         853,012        423,539
            Convertible subordinated debentures             --        2,253,521
                                                    ------------   ------------
          Adjusted weighted average number of
            common shares ......................      13,335,479     14,310,605
                                                    ============   ============

          Earnings per share -
            Income before extraordinary loss ...    $       1.01   $        .82
            Extraordinary loss .................    $       (.11)  $       --
            Net income .........................    $        .90   $        .82
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
          Six Month Period -                              1998           1997
                                                     ------------  ------------
          <S>                                        <C>           <C>    
          Basic earnings per share:

            Income before extraordinary loss .....   $     32,995  $     21,176
            Extraordinary loss ...................          3,026          --
                                                     ------------  ------------
          Net Income .............................   $     29,969  $     21,176
                                                     ------------  ------------

          Weighted average number of common shares     11,929,703    11,521,343
                                                     ============  ============

          Earnings per share -
            Income before extraordinary loss .....   $       2.76  $       1.84
            Extraordinary loss ...................   $       (.25) $       --
            New income ...........................   $       2.51  $       1.84

          Diluted earnings per share:
            Income before interest applicable to
            convertible subordinated debentures
            and extraordinary loss ...............   $     32,995  $     21,176
          Interest applicable to convertible
            subordinated debentures, net of
            income taxes .........................           --           1,309
                                                     ------------  ------------
          Income before extraordinary loss,
            assuming dilution ....................         32,995        22,485
          Extraordinary loss .....................          3,026          --
                                                     ------------  ------------
          Net income, assuming dilution ..........   $     29,969  $     22,485
                                                     ============  ============
          Weighted average number of common shares     11,929,703    11,521,343
          Incremental shares from assumed
            conversions -
            Convertible preferred stock ..........           --          38,455
            Contingent common shares .............         10,181        14,691
            Stock options ........................        421,184        81,692
            Class B warrants .....................        907,045       442,213
            Convertible subordinated debentures ..           --       2,253,521
                                                     ------------  ------------
          Adjusted weighted average number of
            common shares ........................     13,268,113    14,351,915
                                                     ============  ============

          Earnings per share -
            Income before extraordinary loss .....   $       2.49  $       1.57
            Extraordinary loss ...................   $       (.23) $       --
            Net income ...........................   $       2.26  $       1.57
</TABLE>
<PAGE> 16

(8)     CLASS B WARRANTS

        In 1993,  the  Company  issued  Class B  warrants  to  acquire  an
        aggregate of  1,904,757  shares of common stock for $20 per share.
        Prior to their  expiration in June 1998,  1,837,406  warrants were
        exercised in 1998 for total proceeds of $36,748.

(9)     FUTURE ACCOUNTING REQUIREMENTS

        In June 1998,  the  Financial  Accounting  Standards  Board issued
        Statement of Financial  Accounting  Standards No. 133,  Accounting
        For  Derivative  Instruments  and  Hedging  Activities  ("SFAS No.
        133"), with an effective date for all fiscal years beginning after
        June 15, 1999. SFAS No. 133  establishes  accounting and reporting
        standards for derivative  instruments  and hedging  activities and
        requires that a company  recognize all  derivative  instruments as
        either assets or liabilities and measure those instruments at fair
        value.  Although the Company has not  completed its review of SFAS
        No. 133, it does not expect the adoption of SFAS No. 133 to have a
        material effect on its financial position or results of operations
        or on the presentation of its financial statements.


<PAGE> 17
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       Six Months Ended
                                         June 30,                 June 30,
                                    --------------------   -------------------
                                     1998           1997    1998        1997
                                    --------    --------   --------   --------
<S>                                 <C>         <C>        <C>        <C>
Revenues -
   Single-family homes ..........   $354,921    $329,697   $679,321   $638,510
   Land and other ...............      4,462       4,314      7,595      6,149
                                    --------    --------   --------   --------
     Total ......................   $359,383    $334,011   $686,826   $644,659
                                    ========    ========   ========   ========

Single-family homes -
   Gross margin amount ..........   $ 64,906    $ 57,404    126,106   $112,229
   Gross margin percentage ......       18.3%       17.4%      18.6%      17.6%
   Units delivered ..............      2,053       1,930      3,952      3,799
   Average sales price ..........   $172,900    $170,800   $171,900   $168,100
   New orders taken .............      2,311       1,923      5,807      4,663
   Backlog at end of period:
   Aggregate sales amount .....                            $962,742   $686,231
   Units ......................                               5,290      3,902
Selling, general and
   administrative expenses as a
   percentage of housing revenues        9.6%        9.3%       9.9%       9.4%

Interest -
   Paid or accrued ..............   $ 11,619    $  8,980   $ 22,580   $ 17,555
   Percentage capitalized .......      100.0%      100.0%     100.0%     100.0%
   Previously capitalized
     interest included in
     interest expense ...........   $ 10,172    $  8,902   $ 19,348   $ 16,782
   Percentage of housing revenues        2.8%        2.7%       2.8%       2.6%
</TABLE>


<PAGE> 18

Revenues and Sales -
--------------------

Revenues  from  sales of  single-family  homes  for the three and six month
periods  ended June 30, 1998  increased 8% and 6% compared to the three and
six month periods ended June 30, 1997.  The  increases  resulted  primarily
from 6% and 4% increases in the number of housing  units  delivered  and 1%
and 2% increases in the average  sales  price.  The average  sales price is
impacted by product  mix,  geographical  mix and  changing  prices on units
delivered.  The change in the average  sales price in 1998 compared to 1997
reflects the proportionate increase in deliveries of Inaugural Series homes
(affordable, lower priced homes).

New orders  taken for the three and six month  periods  ended June 30, 1998
increased  20% and 25% compared to the same periods in 1997.  The increases
in new orders in 1998 reflect the  continued  demand for new  single-family
homes  which the Company  believes  was  brought  about by strong  consumer
confidence and the downward trend of mortgage  interest rates from mid 1997
that has continued through the second quarter of 1998. The Company does not
believe  that new orders taken for the  remainder of 1998 will  continue at
the pace for the first six months due to possible  future  fluctuations  in
economic  activity,  interest rates and consumer  confidence.  See Part II,
"Item 5 - Other  Information"  on page 20 for a table of unit  activity  by
market for the three and six month periods ended June 30, 1998 and 1997.

Gross Margins -
---------------

The increases in the gross margin  percentages  for the three and six month
periods  ended June 30, 1998 from the same  periods in 1997 were  primarily
due to the  continuation  of strong  overall  market  conditions  and gross
margin  improvements  in certain of the  Company's  markets.  In  addition,
during 1997,  gross margins were negatively  impacted by a more competitive
housing  environment,  resulting in the increased use of sales  incentives,
the cost of which the  Company was not able to offset by  increases  in the
average sales price.

Backlog -
---------

The  aggregate  amount of sales  backlog  at June 30,  1998  increased  40%
compared  to June 30,  1997.  The  increase  in the  value  of the  backlog
reflects  the  increase  in the number of units under  contract  and in the
average sales price.  Substantially  all of the Company's  backlog units at
June 30,  1998,  net of  cancellations,  are expected to result in revenues
prior to June 30, 1999.


<PAGE> 19

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

As a percentage of housing revenues,  selling,  general and  administrative
expenses for the three and six month periods ended June 30, 1998  increased
when  compared to the same  periods in 1997.  Actual  selling,  general and
administrative  expenses for the three and six month periods ended June 30,
1998 increased $3.3 million and $7.0 million when compared to the three and
six month periods in June 30, 1997.  These  increases were primarily due to
increases in volume-related expenses resulting from increased deliveries in
1998 and  increased  payroll costs and marketing  expenses  resulting  from
increased activities,  including increased activities in the retirement and
active-adult communities.

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

Interest paid or accrued for the three and six month periods ended June 30,
1998  increased  approximately  29% for both  periods  compared to the same
periods in 1997. These increases in 1998 were primarily due to increases in
the average  outstanding  debt which was  primarily  incurred in connection
with  the  increases  in  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 six month  periods  ended  June 30,  1998  increased  14% and 15%
compared  to the three and six month  periods  ended June 30,  1997.  These
increases were  attributable to the increase in the number of housing units
delivered and an increase in the average  interest expense per housing unit
delivered  (which was primarily due to more  deliveries in 1998 on finished
lots developed by the Company and less deliveries on finished lots acquired
under rolling lot options than in 1997).


<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         Six Months
                                           Ended                Ended
                                          June 30,            June 30,
                                      ----------------    -----------------
                                        1998      1997      1998      1997
                                      -------   -------   -------   -------
<S>                                   <C>       <C>       <C>       <C>
U.S. Home Mortgage Corporation and
  Subsidiary ......................   $ 7,107   $ 5,569   $13,186   $ 9,956
Other financial services operations     1,017       961     2,040     1,959
                                      -------   -------   -------   -------
                                      $ 8,124   $ 6,530   $15,226   $11,915
                                      =======   =======   =======   =======
</TABLE>

The increases in U.S. Home Mortgage Corporation's ("Mortgage") revenues for
the three and six month  periods  ended June 30, 1998 when  compared to the
three and six month periods  ended June 30, 1997 were  primarily due to the
increases in mortgage  loan  originations  and increases 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  improved  to 82% for the  three  and six  month
periods ended June 30, 1998 compared to 77% and 72% for the same periods in
1997.


                                   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  for both the three  and six month  periods  ended  June 30,  1998
remained  the same  when  compared  to the  same  periods  in 1997.  Actual
corporate general and  administrative  expenses for the three and six month
periods ended June 30, 1998 were $3.1 million and $6.5 million, compared to
$3.1  million and $6.0  million for the three and six month  periods  ended
June 30, 1997.


<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  totaling $7.5
million  related to these  deductions in 1998. The decrease in the deferred
tax  liability  increased  basic and diluted  earnings per share in the six
month  period  ended  June 30,  1998 by $.63 per share and $.56 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 home buyers.

The Company's  most  significant  needs for capital  resources are land and
finished lot purchases,  land  development  and housing  construction.  The
Company's  ability  to  generate  cash  adequate  to meet  these  needs  is
principally  achieved from the sale of homes and the margins  thereon,  the
utilization  of  Company-owned  lots and  borrowings  under  its  financing
facilities,  including the Credit  Facility.  In January 1998,  the Company
sold $100 million principal amount of its 2005 Senior Notes for the purpose
of raising  funds to redeem the balance of its 2003 Senior Notes which were
first  callable  in June 1998.  In June 1998,  the Company  redeemed  $43.1
million  principal amount of the 2003 Senior Notes and,in the first quarter
of 1998,  purchased in open market  transactions  $36.6  million  principal
amount  of the 2003  Senior  Notes.  See  Note 3 of  Notes to  Consolidated
Condensed Financial Statements.

The  Company's  Class B  warrants  expired  in June  1998.  Prior  to their
expiration,  1,837,406 warrants were exercised in 1998, including 1,832,384
warrants  exercised  in the second  quarter,  for total  proceeds  of $36.7
million.


<PAGE> 22

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 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 will 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
club houses, which require substantial capital investment.  The increase in
land  inventories  in 1998 from 1997 was  primarily the result of increased
activities,  including the increased activities 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)
have 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.


<PAGE> 23

The net cash  provided or used by the  operating,  investing  and financing
activities of the housing  operations  for the six month periods ended June
30, 1998 and 1997 is summarized below (dollars in thousands):
<TABLE>
<CAPTION>

                                                        1998         1997
                                                      ---------    ---------
        <S>                                           <C>          <C>
        Net cash provided (used) by:
          Operating activities .................      $(118,911)   $ (28,194)
          Investing activities .................         (5,596)     (12,417)
          Financing activities .................        125,646       34,681
                                                      ---------    ---------
        Net increase (decrease) in cash ........      $   1,139    $  (5,930)
                                                      =========    =========
</TABLE>

Housing  operating  activities  are,  at any time,  affected by a number of
factors,  including  the number of housing  units  under  construction  and
housing units delivered.  Cash flows from housing operating  activities for
1998 used more cash than 1997 primarily due to an increase in  construction
and land asset  activities,  offset in part by increased  profitability and
the timing of payments related to these activities.

Cash  flow  from  investing  activities  for 1998  used less cash than 1997
primarily  due  to a  decrease  of  $9.1  million  in  restricted  cash.The
restricted  cash in 1997  included a $11.0 million  escrow  deposit for the
purchase of land for a retirement and  active-adult  community which closed
in July 1997.

Cash  flow  from  housing  financing  activities  for  1998  provided  cash
reflecting the sale of the Company's 2005 Senior Notes, the exercise of the
Company's  Class B warrants and net borrowings  under the Credit  Facility,
offset by the  redemption and purchases of the Company's 2003 Senior Notes.
Cash flow from housing financing activities in 1997 provided cash primarily
from net borrowings under the Credit Facility.

The Company has received a commitment to amend the Credit  Facility,  which
it expects will close in the third  quarter of 1998, to increase the amount
of  available  borrowings.   The  Company  believes  that  cash  flow  from
operations and amounts  available under the amended Credit Facility will be
sufficient to meet its working capital obligations and other needs.

                             Financial Services
                             ------------------

Mortgage's  activities  represent a  substantial  portion of the  financial
services  segment's  activities.  As  loan  originations  by  Mortgage  are
primarily  from housing  units  delivered by the  Company's  home  building
operations,   Mortgage's   financial  condition  and  liquidity  are  to  a
significant extent dependent upon the financial condition of the Company.
<PAGE> 24

Financial   services   operating   activities  are  affected  primarily  by
Mortgage's loan originations which result in the sale of mortgage loans and
related  servicing  rights  to  third  party  investors.  Cash  flows  from
financial services operating  activities are also affected by the timing of
the  sales  of loans  and  servicing  rights  which  generally  are sold to
investors  within 30 days after homes are delivered.  In this regard,  cash
flows from financial services operating  activities for 1998 used less cash
compared to 1997 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
internally  generated  funds,  such as from  the  origination  and  sale of
residential  mortgage  loans and related  servicing  rights,  and a secured
revolving line of credit (the "Mortgage  Credit  Facility").  As more fully
discussed  in  Note  3  of  Notes  to  Consolidated   Condensed   Financial
Statements, Mortgage may borrow up to $80 million under the Mortgage Credit
Facility.  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 has no obligation to provide funding to its financial  services
operations,   nor  does  it  guarantee  any  of  its   financial   services
subsidiaries'  debt.  The Company  believes that the  internally  generated
funds and the Mortgage  Credit  Facility  will be sufficient to provide for
Mortgage's working capital needs.

PART II.  OTHER INFORMATION

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

         The annual  meeting of  stockholders  of the  Company  was held on
         April 22,  1998.  The  following  persons were  re-elected  to the
         Company's  Board of  Directors  to hold  office  until the  annual
         meeting  of  stockholders  in  1999  and  until  their  respective
         successors are duly elected and qualified:
<TABLE>
<CAPTION>

         Director                            In Favor            Withheld
     -----------------------                ----------          ---------
     <S>                                    <C>                    <C>   
     Glen Adams ..........                  10,896,813             37,425
     Steven G. Gerard ....                  10,897,234             37,004
     Kenneth J. Hanau, Jr                   10,895,756             38,482
     Isaac Heimbinder ....                  10,896,797             37,441
     Malcolm T. Hopkins ..                  10,896,267             37,971
     Charles A. McKee ....                  10,895,238             39,000
     George A. Poole, Jr .                  10,896,657             37,581
     Herve Repault .......                  10,896,354             37,884
     James W. Sight ......                  10,897,376             36,862
     Robert J. Strudler ..                  10,896,396             37,842
</TABLE>
<PAGE> 25

         Additional  items voted upon by the Company's  stockholders at the
         meeting:

         (a) the Company's 1998 Non-Employee Directors' Stock Option Plan;
         (b) the Company's Non-Employee Director Stock Plan;
         (c) amendments to the Company's Amended and Restated Employee Stock
             Payment Plan; and
         (d) the  ratification  of the  appointment of Arthur Andersen
             LLP,  independent  public  accountants,  to  examine  the
             Company's financial statements for 1998.

         The votes of the  Company's  stockholders  on these  itmes  were as
         follows:
<TABLE>
<CAPTION>

                                                                    Broker
         Item            In Favor       Opposed     Abstained       Non-Vote
         -----------    -----------    ---------    ---------       --------
         <S>             <C>           <C>             <C>            <C>   
         (a) ......       9,833,236    1,078,498       22,504         --
         (b) ......       8,870,150    2,041,794       22,297         --
         (c) ......      10,703,915      209,406       20,917         --
         (d) ......      10,907,322       17,583        9,333         --
</TABLE>




<PAGE> 26
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 six month periods ended June 30, 1998 and 1997:
<TABLE>
<CAPTION>

              States                New Orders       Deliveries
        -------------------        --------------   --------------
                                    1998     1997    1998    1997
                                   -----    -----   -----    -----
         Three Month Period -
         <S>                       <C>      <C>     <C>     <C>
         Arizona .........           312      225     261     193
         California ......           262      150     168     167
         Colorado ........           286      215     346     395
         Florida .........           574      603     661     578
         Maryland/Virginia           128       99      78      87
         Minnesota .......           146      136     105      75
         Nevada ..........            69       70      80      97
         New Jersey ......           122      120      81      85
         Ohio/Indiana (1)             41       34      29      40
         Texas ...........           371      271     244     213
                                   -----    -----   -----   -----
                                   2,311    1,923   2,053   1,930
                                   =====    =====   =====   =====
</TABLE>
<TABLE>
<CAPTION>

              States                New Orders       Deliveries      Backlog
         ----------------          --------------  -------------- ------------
                                    1998     1997    1998    1997  1998   1997
                                   -----    -----   -----   ----- -----  -----
         Six Month Period -
         <S>                       <C>      <C>     <C>     <C>   <C>    <C>
         Arizona .........          715      476     480     400   553    345
         California ......          564      347     294     281   495    215
         Colorado ........          870      753     692     739   764    655
         Florida .........        1,651    1,554   1,267   1,199 1,710  1,388
         Maryland/Virginia          319      215     149     162   274    153
         Minnesota .......          295      239     197     122   272    224
         Nevada ..........          196      178     152     192   152    120
         New Jersey ......          289      251     193     203   256    227
         Ohio/Indiana (1)            93       78      52      85    73     77
         Texas ...........          815      572     476     416   741    498
                                 ------   ------   -----   ----- -----  -----
                                   5,807    4,663   3,952   3,799 5,290  3,902
                                  ======   ======   =====   ===== =====  =====
</TABLE>
         (1)  In 1997,  the Company  made the  decision to  discontinue  its
         Indiana operations.
<PAGE> 27

        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   "Management's   Discussion  and  Analysis  of
        Financial Condition and Results of Operations,  Other -- Cautionary
        Disclosure Regarding  Forward-Looking  Statements" in the Company's
        Annual  Report on Form 10-K for the fiscal year ended  December 31,
        1997.


Item 6. Exhibits and Reports on Form 8-K

  (a)   Exhibits

        Exhibit 10-1 -   Second Amended and Restated Employee Stock Payment
                         Plan

        Exhibit 27   -   Financial Data Schedule

  (b)   Reports on Form 8-K

        No  Current  Report  on Form 8-K was  filed by the  Company  during
        April, May or June 1998.


<PAGE> 28



                                 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:  August 10, 1998                   /s/ Isaac Heimbinder
                                         --------------------
                                         Isaac Heimbinder
                                         President, Co-Chief Executive Officer
                                         and Chief Operating Officer



Date:  August 10, 1998                   /s/ Chester P. Sadowski
                                         -----------------------
                                         Chester P. Sadowski
                                         Senior Vice President, Controller
                                         and Chief Accounting Officer



<PAGE> 29




                             INDEX OF EXHIBITS
                             -----------------

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


10-1    Second Amended and Restated Employee Stock Payment Plan     30

27      Financial Data Schedule                                     37