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                                                              EXHIBIT 10.5

                           SUPPLEMENTAL INDENTURE

                  SUPPLEMENTAL  INDENTURE  (the "Supplemental Indenture"),
dated as of September 23, 1997, between U.S. HOME CORPORATION,  a Delaware
corporation (the  "Company"), and  IBJ  SCHRODER  BANK  &  TRUST  COMPANY,
a banking organization  organized  under the laws of New York,  as trustee
(the "Trustee").

                                WITNESSETH:

                  WHEREAS,   in  accordance   with  Section  10.02  of  the
Indenture,  relating  to the 9 3/4% Senior  Notes due 2003 of the  Company,
dated as of June  21,  1993,  between  the  Company  and the  Trustee  (the
"Indenture"),  the  Trustee,  the  Company  and the  Holders of more than a
majority in principal  amount of the Securities  outstanding as of the date
hereof desire to amend  certain terms of the Indenture as described  below;
and

                  WHEREAS,  the Company  has  solicited  consents  from the
Holders to the  amendments  contained in this  Supplemental  Indenture (the
"Solicitation")  and the Company has received consents from Holders of more
than a majority in principal amount of the Securities outstanding as of the
date hereof; and

                  WHEREAS, the   Board  of  Directors  of  the Company  has
authorized this Supplemental Indenture; and

                  WHEREAS,  concurrent with the  Solicitation,  the Company
has offered to purchase for cash on certain  terms and  conditions  any and
all of the  outstanding  Securities from the Holders thereof (the "Offer");
and

                  WHEREAS, it is intended that this Supplemental  Indenture
become  effective upon  acceptance for purchase by the Company  pursuant to
the  Offer of the  Securities  tendered  into the  Offer  (the  "Acceptance
Date"); and

                  WHEREAS,  all things necessary to make this  Supplemental
Indenture a valid  supplement to the  Indenture  according to its terms and
the terms of the Indenture have been done:

                  NOW, THEREFORE, the parties hereto agree as follows:

                  SECTION 1.        Certain Terms Defined in the Indenture.
All capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Indenture.


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                  SECTION 2.        Deletion of Certain Definitions. The
following definitions in Section 1.02 of the Indenture are hereby deleted
in their entirety:

                  Affiliate Transaction
                  Consolidated Cash Flow Available for Fixed Charges
                  Consolidated Fixed Charge Coverage Ratio
                  Consolidated Income  Tax Expense
                  Consolidated Interest Expense
                  Consolidated Interest Incurred 
                  Consolidated Net Income
                  Independent Financial Advisor 
                  Permitted Investments
                  Permitted Liens 
                  Refinancing Indebtedness
                  Restricted Payment
                  Restricted Investment
                  Successor

                  SECTION 3.         Amendment of Certain Definitions. The
following definition in Section 1.02 of the Indenture shall be amended as
indicated:

                           Unrestricted Subsidiary.  The text of the
definition of Unrestricted Subsidiary is hereby restated to read in its
entirety as follows:

                           "Unrestricted Subsidiary"  means  each of the
Subsidiaries of the Company so designated by a resolution adopted by the
Board of Directors of the Company as provided below and  whose creditors
have no direct or  indirect  recourse  (including,  without  limitation,
recourse  with  respect  to  the  payment  of  principal  or interest on
Indebtedness of such Subsidiary) to the Company or a Restricted Subsidiary.
The  Board  of  Directors  of  the Company may designate an Unrestricted
Subsidiary  to  be  a  Restricted  Subsidiary.  Any such  designation or
redesignation by the Board of Directors of the Company will be evidenced
to the Trustee by the filing with the Trustee of a certified copy of the
resolution of the Board of Directors of the Company giving effect to such
designation or redesignation.

                  SECTION 4.  Deletion  of Certain  Covenants.  The text of
Sections 4.12  (Limitations on Restricted  Payments),  4.13 (Limitations on
Additional  Indebtedness),  4.14  (Restrictions  on  Restricted  Subsidiary
Indebtedness),  4.15  (Limitations  and  Restrictions  on Capital  Stock of
Subsidiaries),  4.17 (Limitations on Transactions  With  Affiliates),  4.18
(Limitations   on  Liens)  and  4.19   (Limitations   on   Restrictions  on
Distributions  from  Restricted  Subsidiaries)  of the  Indenture is hereby
deleted in its entirety and is hereby replaced,  in each such Section, with
"Deleted."



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                  SECTION 5. Deletion of Certain Restrictions with Respect
to Mergers and Consolidations.  The text of  Section  5.01 (Limitations on
Mergers  and  Consolidations)  of  the  Indenture is hereby deleted in its
entirety and is hereby replaced with "Deleted."

                  SECTION 6. Deletion  of  Certain Events of Default.  The
text of paragraphs (a)(iv) and (a)(v) of Section 6.01 of the  Indenture is
hereby deleted in its entirety and is hereby replaced with "Deleted."

                  SECTION 7. Deletion  of  Certain Cross-References.  Any
reference to Section 4.12, 4.13, 4.14, 4.15, 4.17, 4.18, 4.19, 5.01,
6.01(a)(iv) or 6.01(a)(v) in the Indenture is hereby deleted.

                  SECTION 8. Effectiveness. This Supplemental Indenture
shall become effective upon the Acceptance Date.

                  SECTION 9. Governing Law.  This Supplemental Indenture
shall be governed by the laws of the State of New York.

                 SECTION 10. Counterparts.  This  Supplemental Indenture
may  be  signed in  any number of counterparts, each of which shall be an
original, with the same effect as  if the  signatures thereto and hereto
were upon the same instrument.

                  IN WITNESS  WHEREOF,  the parties hereto have caused this
Supplemental  Indenture  to be duly  executed  as of the date  first  above
written.

                           U.S. HOME CORPORATION



                           By:   /s/ Thomas A. Napoli
                                 ----------------------------
                                Name: Thomas A. Napoli
                                Title: Vice President - Corporate
                                       Finance and Treasurer

                           IBJ SCHRODER BANK & TRUST COMPANY, as Trustee



                           By:  /s/ Luis Perez
                                -----------------------------
                                Name: Luis Perez
                                Title: Assistant Vice President