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                                                                EXHIBIT 3.1
                           U.S. HOME CORPORATION

                         CERTIFICATE OF RETIREMENT

                      (Pursuant to Section 243 of the
             General Corporation Law of the State of Delaware)


                  U.S.  Home  Corporation, a  corporation  organized  and
existing under  the  General Corporation  Law  of  the  State  of  Delaware
(the "Corporation"),

                  DOES HEREBY CERTIFY:

                  FIRST: That at a meeting of the Board of Directors of the
Corporation,  a resolution was duly adopted which identified  shares of the
capital stock of the  Corporation,  which,  to the extent  hereinafter  set
forth, have the status of retired shares (the "Retired Shares").

                  SECOND:  The Retired Shares,  which were either converted
into an equal number of shares of the Corporation=s  common stock, $.01 par
value per share, or redeemed since the  Corporation=s  previous filing of a
Certificate  of  Retirement  with the  Secretary  of State of the  State of
Delaware on September 4, 1996,  are identified as being an aggregate of One
Hundred Twenty-Two Thousand Eight Hundred  Sixty-Three  (122,863) shares of
Convertible  Redeemable  Preferred  Stock,  $0.10 par value per share  (the
A Convertible Redeemable Preferred Stock).

                  THIRD: That the Restated  Certificate of Incorporation of
the  Corporation,  as filed on June 18, 1993 with the Secretary of State of
the State of Delaware, as amended (the A Restated  Certificate),  prohibits
the reissue of the shares of Convertible Redeemable Preferred Stock when so
retired  and  provides  that such  shares will be restored to the status of
authorized  but  unissued  shares  of  preferred  stock of the  Corporation
without designation as to series; and pursuant to the provisions of Section
243 of the  General  Corporation  Law of the  State of  Delaware,  upon the
effective date of the filing of this Certificate,  it shall have the effect
of amending the Restated  Certificate so as to reduce the authorized number
of shares of the  Convertible  Redeemable  Preferred Stock to the extent of
One Hundred Twenty-Two Thousand Eight Hundred Sixty-Three (122,863) shares,
being the total number of shares  retired  pursuant to this  Certificate of
Retirement.  As a  result  of  such  amendment,  the  aggregate  number  of
authorized but unissued  shares of Preferred Stock shall not be reduced and
the authorized number of shares of Convertible  Redeemable  Preferred Stock
shall be reduced to Eighty-Four Thousand Three Hundred Forty-Three (84,343)
shares.

                  FOURTH:  The  capital  of  the  Corporation  shall not be
reduced by or in connection with the retirement of the shares of Convertible
Redeemable Preferred Stock.


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                  IN WITNESS  WHEREOF,  the  Corporation  has  caused  this
Certificate  to be  signed  by Isaac  Heimbinder,  its  Co-Chief  Executive
Officer and President, this 16th day of June, 1997.



                          By: /s/ Isaac Heimbinder
                              ---------------------------------
                              ISAAC HEIMBINDER
                              Co-Chief Executive Officer and President