<PAGE> 1
              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                 Form 10-Q

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

    For the quarterly period ended September 30, 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 the number of shares  outstanding of each of the  issuer's  classes
of common stock, as of the latest practicable date.

            Class                         Outstanding at October 31, 1998
Common stock, $.01 par value                     13,575,630 shares


<PAGE> 2

                           U.S. HOME CORPORATION


                                   INDEX


                                                                         Page
                                                                        Number
Part I.     Financial Information

            Item 1.   Financial Statements

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

                      Consolidated Condensed Statements of
                      Operations--Three and Nine Months Ended
                      September 30, 1998 and 1997                        5

                      Consolidated Condensed Statements of
                      Cash Flows--Nine Months Ended
                      September 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                                        15

Part II.    Other Information

            Item 5.   Other Information                                 22

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




<PAGE> 3

PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements

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


                                   ASSETS
                                   ------

                                                  September 30,  December 31,
                                                       1998          1997
                                                  -------------  ------------
                                                    (Unaudited)
HOUSING:
<S>                                               <C>            <C>
   Cash (including restricted funds) ........     $    7,568     $    6,270
   Receivables, net .........................         58,912         42,595
   Single-Family Housing Inventories ........        991,271        789,236
   Option Deposits on Real Estate ...........         89,237         90,155
   Other Assets .............................         87,428         54,006
                                                  ----------     ----------
                                                   1,234,416        982,262
                                                  ----------     ----------

FINANCIAL SERVICES:
   Cash (including restricted funds) ........          7,044          5,492
   Residential Mortgage Loans ...............         77,100         69,209
   Other Assets .............................          8,944         10,151
                                                  ----------     ----------
                                                      93,088         84,852
                                                  ----------     ----------

                                                  $1,327,504     $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>


                                               September 30,     December 31,
                                                    1998             1997
                                               -------------     ------------
                                              (Unaudited)
HOUSING:
<S>                                             <C>             <C>         
  Accounts Payable .........................    $    108,333    $     92,160
  Accrued Expenses and Other Current
    Liabilities ............................          76,133          68,848
  Revolving Credit Facility ................         156,000          29,000
  Long-Term Debt ...........................         421,955         395,918
                                                ------------    ------------
                                                     762,421         585,926
                                                ------------    ------------
FINANCIAL SERVICES:
  Accrued Expenses and Other Current
    Liabilities .............................         39,349          21,067
  Revolving Credit Facility .................         23,744          40,343
                                                ------------    ------------
                                                      63,093          61,410
                                                ------------    ------------

    Total Liabilities .......................        825,514         647,336
                                                ------------    ------------

STOCKHOLDERS' EQUITY:
  Common  Stock, $.01     par  value,
    authorized  50,000,000    shares,
    outstanding 13,649,422 shares at
    September 30, 1998 and 11,762,518
    shares at December 31, 1997 ..............           137             119
  Capital In Excess of Par Value .............       402,728         368,277
  Retained Earnings ..........................       101,415          57,358
  Unearned Compensation on Restricted
    Stock ....................................        (1,548)         (1,770)
                                                ------------    ------------
                                                     502,732         423,984
  Less Treasury Stock, at cost, 25,500 shares
    at September 30, 1998 and 157,743 shares
    at December  31, 1997 ....................           742           4,206
                                                ------------    ------------

    Total Stockholders' Equity ...............       501,990         419,778
                                                ------------    ------------
                                                $  1,327,504    $  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            Nine Months Ended
                                                   September 30,                September 30,
                                                 ------------------            ------------------
                                                  1998         1997          1998            1997
                                               -----------  -----------   -----------    -----------
HOUSING:
<S>                                            <C>          <C>           <C>            <C>        
  Operating Revenues ........................  $   373,158  $   330,379   $ 1,059,984    $   975,038
                                               -----------  -----------   -----------    -----------
  Operating Costs and Expenses -
    Cost of products sold ...................      304,344      269,314       862,468        800,535
    Selling, general and administrative .....       36,160       31,818       104,005         92,708
    Interest ................................       10,474        8,449        29,822         25,231
                                               -----------   ----------   -----------    -----------
                                                   350,978      309,581       996,295        918,474
                                               -----------   ----------   -----------    -----------
  Housing Operating Income ..................       22,180       20,798        63,689         56,564
                                               -----------   ----------   -----------    -----------
FINANCIAL SERVICES:
  Operating Revenues ........................        8,818        6,888        24,044         18,803
  General, Administrative and Other Expenses         5,247        4,455        14,997         12,520
                                               -----------  -----------   -----------    -----------
  Financial Services Operating Income .......        3,571        2,433         9,047          6,283
                                               -----------  -----------   -----------    -----------
CORPORATE GENERAL AND ADMINISTRATIVE ........        3,390        2,553         9,865          8,556
                                               -----------  -----------   -----------    -----------
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY
  LOSS ......................................       22,361       20,678        62,871         54,291
                                               -----------  -----------   -----------    -----------
PROVISION FOR INCOME TAXES:
  Federal and State Income Taxes ............        8,273        7,650        23,262         20,087
  Tax Benefit ...............................         --           --          (7,474)          --
                                               -----------  -----------   -----------    -----------
                                                     8,273        7,650        15,788         20,087
                                               -----------  -----------   -----------    -----------
INCOME BEFORE EXTRAORDINARY LOSS ............       14,088       13,028        47,083         34,204
EXTRAORDINARY LOSS FROM EARLY RETIREMENT
  OF DEBT, NET OF INCOME TAX BENEFIT ........          --         8,650         3,026          8,650
                                               -----------  -----------   -----------    -----------
NET INCOME ..................................  $    14,088  $     4,378   $    44,057    $    25,554
                                               ===========  ===========   ===========    ===========
BASIC EARNINGS PER SHARE:
  Income Before Extraordinary Loss ..........  $      1.03  $      1.13   $      3.76    $      2.97
  Extraordinary loss ........................  $      --    $      (.75)  $      (.24)   $      (.75)
  Net income ................................  $      1.03  $       .38   $      3.52    $      2.22
DILUTED EARNINGS PER SHARE:
  Income Before Extraordinary Loss ..........  $      1.00  $       .94   $      3.48    $      2.51
  Extraordinary Loss ........................  $      --    $      (.60)  $      (.22)   $      (.60)
  Net Income ................................  $      1.00  $       .34   $      3.26    $      1.91
</TABLE>
         The accompanying notes are an integral part of these statements.
<PAGE> 6
                   U.S. HOME CORPORATION AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                           (Dollars in Thousands)
                                (Unaudited)
<TABLE>
<CAPTION>
                                                         Nine Months Ended
                                                           September 30,
                                                      ------------------------
                                                        1998           1997
                                                      ---------     ----------
<S>                                                   <C>           <C>       
Net Cash Used by Operating Activities ............    $(151,203)    $ (37,706)
                                                      ---------     ---------
Net Cash Flows From Investing Activities:
  Increase in restricted cash ....................       (2,131)         (256)
  Principal collections on investments in
    mortgage loans ...............................        2,732         4,697
  Purchase of property, plant and equipment,
    net of disposals .............................       (6,836)       (2,080)
  Other ..........................................         (739)           85
                                                      ---------     ---------
  Net cash provided (used) by investing activities       (6,974)        2,446
                                                      ---------     ---------
Net Cash Flows From Financing Activities:
  Proceeds from revolving credit
    facilities, net of repayments ................      110,401         9,541
  Net proceeds from sale of senior and senior
    subordinated notes ...........................       98,237       220,937
  Proceeds from exercise of Class B warrants .....       36,759          --
  Purchase of senior notes and convertible
    subordinated debentures ......................      (82,980)     (188,444)
  Repayment of notes and mortgage notes payable ..       (3,731)       (5,110)
  Repurchase of common stock and Class B warrants          (328)       (4,229)
  Other ..........................................          538           (85)
                                                      ---------     ---------
  Net cash provided by financing activities ......      158,896        32,610
                                                      ---------     ---------
Net Increase (Decrease) in Cash ..................          719        (2,650)
Cash At Beginning of Period ......................        6,466         8,138
                                                      ---------     ---------
Cash At End of Period ............................    $   7,185     $   5,488
                                                      =========     =========
Supplemental Disclosure:
  Interest paid, before amount capitalized -
    Housing ......................................    $  38,517     $  26,471
    Financial Services ...........................        1,266         1,066
                                                      ---------     ---------
                                                      $  39,783     $  27,537
                                                      =========     =========
  Income taxes paid ..............................    $  20,486     $  21,102
                                                      =========     =========
</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
                             September 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 September 30, 1998
        and December 31, 1997 and its results of  operations  for the three
        and nine month periods  ended  September 30, 1998 and 1997 and cash
        flows for the nine month periods ended September 30, 1998 and 1997.

        Because  of the  seasonal  nature of the  Company's  business,  the
        results of  operations  for the three and nine month  periods ended
        September 30, 1998 and 1997 are not  necessarily  indicative of the
        results for the full year.



<PAGE> 8

(2)  INVENTORIES

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

                                                   September 30,  December 31,
                                                         1998         1997
                                                   -------------  -----------
<S>                                                    <C>          <C>     
         Housing completed and under construction      $371,586     $302,258
         Models .................................        89,219       83,943
         Finished lots ..........................       136,121      138,747
         Land under development .................        95,309       75,959
         Land held for development or sale ......       299,036      188,329
                                                       --------     --------
                                                       $991,271     $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>

                                                   September 30,  December 31,
                                                        1998          1997
                                                   ------------   ------------
<S>                                                  <C>            <C>     
         Revolving credit facility ..............    $156,000       $ 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 ............      99,764           --
         8.88% Senior subordinated notes due 2007     125,000        125,000
         Notes and mortgage notes payable .......      22,191         16,215
                                                     --------       --------
                                                      421,955        395,918
                                                     --------       --------
                                                     $577,955       $424,918
                                                     ========       ========
</TABLE>
<PAGE> 9

        The Company has an unsecured revolving credit facility (the "Credit
        Facility")  with a group of banks.  In September  1998, the maximum
        amount which the Company may borrow  under the Credit  Facility was
        increased from $180,000 to $300,000,  of which up to $35,000 may be
        used for letter of credit obligations,  subject to a borrowing base
        limitation.  Upon approval of the agent bank, the borrowings  under
        the Credit Facility may be increased, in multiples of $10,000, to a
        maximum of $350,000,  either by having additional banks (which have
        been  approved by the Company)  become  lenders or by having one or
        more of the  existing  banks,  with the  approval  of the  Company,
        increase the amount of their  commitment.  The amount available for
        borrowing   under  the   Credit   Facility   is  based  on  housing
        inventories,  land,  finished lots and closing proceeds  receivable
        less 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  September  30,  1998,
        $131,539  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 cash  dividends in any fiscal quarter in excess of fifty
        percent of the Company's consolidated net income (as defined in the
        Credit Facility agreement) for the preceding fiscal quarter.

        From  time to time,  the Company  may  utilize  interest  rate swap
        agreements  to  manage  interest  costs  and  hedge  against  risks
        associated  with changing interest  rates.  The Company  designates
        interest  rate  swaps as hedges of specific  debt  instruments  and
        recognizes  interest rate  differentials as adjustments to interest
        paid or accrued as the differentials occur. Counterparties to these
        agreements are major financial institutions.  The Company  believes
        that the likelihood of credit loss from counterparty non-performance
        is remote. At September 30, 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

<PAGE> 10
        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.

        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  $3,026,  net of income tax
        benefit of $1,777,  in the nine month  period ended  September  30,
        1998.

        In September 1997, the Company purchased  $110,480 principal amount
        of the 2003 Senior Notes pursuant to a tender offer and, subsequent
        to the expiration of the tender offer,  purchased in an open market
        transaction  $9,817 principal amount of the 2003 Senior Notes. Also
        in September 1997, the Company redeemed $69,248 principal amount of
        its  4.875%  convertible  subordinated  debentures  due  2005  (the
        "Debentures"),  and $10,752  principal amount of the Debentures was
        converted, prior to the redemption date, into 302,866 shares of the
        Company's  common  stock.  The early  retirement of the 2003 Senior
        Notes and redemption of the Debentures resulted in an extraordinary
        loss of $8,650, net of income tax benefit of $5,080.

       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.


<PAGE> 11

(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 nine month period  ended  September  30, 1998,  by
        $.60 per share and $.55 per share, respectively.

(5)  INVESTMENT

        In April 1998,  the 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 nine month  periods
        ended  September  30,  1998 and 1997 follows:
<TABLE>
<CAPTION>

                                                           Three Month Period
                                                          -------------------
                                                             1998        1997
                                                          --------   --------
<S>                                                       <C>        <C>     
         Capitalized at beginning of period ........      $ 66,155   $ 59,396
         Capitalized ...............................        11,874     10,493
         Previously capitalized interest included in
           interest expense ........................       (10,474)    (8,449)
         Other .....................................           (74)        (4)
                                                          --------   --------
         Capitalized at end of period ..............      $ 67,481   $ 61,436
                                                          ========   ========

                                                           Nine Month Period
                                                          -------------------
                                                            1998        1997
                                                          --------   --------
         Capitalized at beginning of period               $ 62,950   $ 58,566
         Capitalized                                        34,454     28,048
         Previously capitalized interest included in
           interest expense                                (29,822)   (25,231)
         Other                                                (101)        53
                                                          --------   --------
        Capitalized at end of period                      $ 67,481   $ 61,436
                                                          ========   ========
</TABLE>

       Financial  services  interest  expense  for the three and nine month
       periods  ended  September  30,  1998 and 1997,  which is included in
       "general,  administrative  and other  expenses" in the  accompanying
       consolidated condensed statements of operations follows:
                                                           1998       1997
                                                          -------    -------
         Three month period                               $   453    $   423
         Nine month period                                  1,290      1,086



<PAGE> 13
(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 nine
        month periods ended September 30, 1998 and 1997:
        Three Month Period -                            1998            1997
                                                 -------------  --------------
         Basic earnings per share:
           Income before extraordinary loss .... $     14,088  $      13,028
           Extraordinary loss ..................         --           (8,650)
                                                 ------------   ------------
           Net Income .......................... $     14,088   $      4,378
                                                 ============   ============
           Weighted average number of common
             shares                                13,672,997     11,499,928
                                                 ============   ============
           Earnings per share -
             Income before extraordinary loss .. $       1.03   $       1.13
             Extraordinary loss ................ $       --     $       (.75)
             New income ........................ $       1.03   $        .38
         Diluted earnings per share:
           Income before interest applicable to
             convertible subordinated debentures
             and extraordinary loss ............ $     14,088   $      13,028
           Interest applicable to convertible
             subordinated debentures, net of
             income taxes .......................         --             508
                                                 ------------  ------------
           Income before extraordinary loss,
             assuming dilution .................       14,088        13,536
           Extraordinary loss ..................         --          (8,650)
                                                 ------------  ------------
           Net income, assuming dilution ....... $     14,088  $      4,886
                                                 ============  ============
           Weighted average number of common
             shares                                13,672,997    11,499,928
           Incremental shares from assumed
           conversions -
             Contingent common shares ..........      111,999        43,578
             Stock options .....................      308,650       281,045
             Class B warrants ..................         --         744,808
             Convertible subordinated debentures         --       1,739,130
                                                 ------------   -----------
           Adjusted weighted average number of
             common shares .....................   14,093,646    14,308,489
                                                 ============  ============
           Earnings per share -
             Income before extraordinary loss .. $       1.00 $        .94
             Extraordinary loss ................ $       --   $       (.60)
             Net income ........................ $       1.00 $        .34
<PAGE> 14

         Nine Month Period - ...................        1998         1997
                                                 ------------ -------------
         Basic earnings per share:
           Income before extraordinary loss .... $     47,083 $      34,204
           Extraordinary loss ..................       (3,026)       (8,650)
                                                 ------------  ------------
           Net Income .......................... $     44,057      $ 25,554
                                                 ============  ============
           Weighted average number of common
             shares                                12,517,187    11,514,126
                                                 ============  ============
           Earnings per share -
             Income before extraordinary loss    $       3.76  $       2.97
             Extraordinary loss ...............  $       (.24) $       (.75)
             New income .......................  $       3.52  $       2.22
         Diluted earnings per share:
           Income before interest applicable to
             convertible subordinated debentures
             and extraordinary loss ............ $     47,083 $      34,204
           Interest applicable to convertible
             subordinated debentures, net of
             income taxes ......................         --           1,807
                                                   ----------  ------------
           Income before extraordinary loss,
             assuming dilution .................       47,083         36,011
           Extraordinary loss ..................       (3,026)        (8,650)
                                                  ------------  ------------
           Net income, assuming dilution .......  $     44,057 $      27,361
                                                  ============  ============
           Weighted average number of common
             shares                                12,517,187     11,514,126
           Incremental shares from assumed
             conversions -
             Convertible preferred stock .......         --           25,496
             Contingent common shares ..........       44,493         24,426
             Stock options .....................      385,671        152,066
             Class B warrants ..................      572,783        561,979
             Convertible subordinated debentures         --        2,080,173
                                                 ------------   ------------
           Adjusted weighted average number of
             common shares .....................   13,520,134     14,358,266
                                                 ============   ============

           Earnings per share -
             Income before extraordinary loss .. $       3.48   $       2.51
             Extraordinary loss ................ $       (.22)  $       (.60)
             Net income ........................ $       3.26   $       1.91


<PAGE> 15

      During April 1997,  the Company's  Board of Directors  authorized the
      repurchase  of up to 750,000  shares of  outstanding  common stock or
      Class B  warrants,  in the  aggregate,  from time to time in the open
      market  and/or in private  transactions.  In  addition,  the Board of
      Directors  authorized  an odd-lot  repurchase  program for holders of
      less than 100 shares of the Company's common stock.  During the three
      month period ended  September 30, 1998,  the Company had  repurchased
      25,500  shares of common  stock for an  aggregate  purchase  price of
      $742.  The  cost of the  repurchased  shares  has  been  included  in
      "Treasury Stock" in the accompanying  consolidated  condensed balance
      sheets.

      During 1998,  157,743  shares of treasury  stock  (including  57,343
      shares repurchased in the odd-lot program) were issued primarily for
      the  exercise  of  stock  options  and  Class B  warrants.  When the
      treasury shares were reissued, any excess of the average acquisition
      cost of the shares over the proceeds from  reissuance was charged to
      "Capital  in Excess of Par Value" in the  accompanying  consolidated
      condensed balance sheets.

(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  1998,  1,837,933  warrants  were
      exercised in 1998 for total proceeds of $36,759.


<PAGE>  16



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        Nine Months Ended
                                     September 30,           September 30,
                                 --------------------    -------------------
                                   1998          1997       1998       1997
                                -----------  ----------  --------- ----------
Revenues -
<S>                              <C>         <C>        <C>        <C>       
   Single-family homes ......... $  370,479  $  323,707 $1,049,710 $  962,217
   Land and other ..............      2,679       6,672     10,274     12,821
                                  ----------  ---------- ---------- ----------
     Total ..................... $  373,158  $  330,379 $1,059,984 $  975,038
                                  ==========  ========== ========== ==========

Single-family homes -
   Gross margin amount ......... $   68,514  $   58,670 $  194,620 $  170,899
   Gross margin percentage .....       18.5%       18.1%      18.5%      17.8%
   Units delivered .............      2,078       1,873      6,030      5,672
   Average sales price ......... $  178,300  $  172,800 $  174,100    169,600
   New orders taken ............      1,955       1,882      7,762      6,545
   Backlog at end of period:
     Aggregate sales amount ....                        $  968,879 $  687,029
     Units .....................                             5,167      3,911

Selling, general and
   administrative expenses as a
   percentage of housing revenues       9.7%        9.6%       9.8%       9.5%

Interest -
   Paid or accrued ............. $   11,874  $   10,493 $   34,454     28,048
   Percentage capitalized ......      100.0%      100.0%     100.0%     100.0%
   Previously capitalized
     interest included in
     interest expense .......... $   10,474  $    8,449  $   29,822 $   25,231
   Percentage of housing revenues       2.8%        2.6%       2.8%       2.6%
</TABLE>
<PAGE> 17

Revenues and Sales -

Revenues  from  sales of  single-family  homes for the three and nine month
periods ended September 30, 1998 increased 14% and 9% compared to the three
and nine month periods ended  September  30, 1997.  The increases  resulted
primarily  from  11%  and 6%  increases  in the  number  of  housing  units
delivered and 3% increases for both periods 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 average sales price in
1998 compared to 1997 reflects the proportionate  increase in deliveries of
Inaugural  Series  homes  (affordable,  lower priced  homes).  Construction
delays  created  by  shortages  of  construction  trades in  several of the
Company's  markets  exacerbated  by the  curtailment  of  construction  and
closing  activities  in the  Company's  Florida  Gulf Coast  markets by the
threat of  Hurricane  Georges had an adverse  impact on  deliveries  in the
third  quarter of 1998.  While the Company  expects there will be continued
pressure  on  construction  activities  due to  shortages  in  construction
trades,  it believes it will meet its delivery  goals in the fourth quarter
of 1998.

New orders taken for the three and nine month periods  ended  September 30,
1998  increased  4% and 19%  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 third quarter of 1998. See Part II,
"Item 5 - Other  Information"  on page 22 for a table of unit  activity  by
market for the three and nine month  periods  ended  September 30, 1998 and
1997.

Gross Margins -

The increases in the gross margin  percentages for the three and nine month
periods  ended  September  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 prices.


<PAGE> 18

Backlog -

The aggregate  amount of sales backlog at September 30, 1998  increased 41%
compared to September  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
September  30,  1998,  net of  cancellations,  are  expected  to  result in
revenues prior to September 30, 1999.

Selling, General and Administrative Expenses -

As a percentage of housing revenues,  selling,  general and  administrative
expenses  for the three and nine month  periods  ended  September  30, 1998
increased  when  compared  to the same  periods  in 1997.  Actual  selling,
general and  administrative  expenses for the three and nine month  periods
ended  September  30, 1998  increased  $4.3 million and $11.3  million when
compared to the three and nine month periods in September  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 nine  month  periods  ended
September 30, 1998 increased approximately 13% and 23% 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 nine month periods ended September 30, 1998 increased 24% and 18%
compared to the three and nine month  periods  ended  September  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> 19

                             Financial Services

Revenues -

Revenues for the financial  services segment for the periods indicated were
as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                            Three Months         Nine Months
                                               Ended               Ended
                                            September 30,       September 30,
                                          ----------------    ----------------
                                             1998    1997      1998      1997
                                           ------   ------    -------  -------
<S>                                        <C>     <C>       <C>      <C>    
      U.S. Home Mortgage Corporation and
       Subsidiary                          $7,644  $5,914    $20,830  $15,870
      Other financial services operations   1,174     974      3,214    2,933
                                           ------  -------   -------  -------
                                           $8,818  $6,888    $24,044  $18,803
                                           ======  ======    =======  =======
</TABLE>

The increases in U.S. Home Mortgage Corporation's ("Mortgage") revenues for
the three and nine month periods ended  September 30, 1998 when compared to
the three and nine month  periods ended  September 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 85% and 83% for the three and nine
month periods ended September 30, 1998 compared to 78% and 74% for the same
periods in 1997.  Since a certain  percentage of buyers  typically elect to
use other sources of financing,  the Company  believes  Mortgage's  capture
rate of 85% for the third quarter of 1998 is nearing optimum levels.


                                   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 both the three and nine month periods ended September
30,  1998 and were .8% and .9% for the three and nine month  periods  ended
September 30, 1997.  Actual corporate general and  administrative  expenses
for the three and nine month  periods  ended  September  30, 1998 were $3.4
million and $9.9 million, compared to $2.6 million and $8.6 million for the
three and nine month periods ended September 30, 1997.


<PAGE> 20

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 nine
month period ended September 30, 1998 by $.60 per share and $.55 per share,
respectively.

Financial Condition and Liquidity

                                  Housing
                                  
The  Company  is  significantly  affected  by the  cyclical  nature  of the
homebuilding  industry,  which is  sensitive  to  fluctuations  in economic
activity and interest rates and the level of consumer confidence.  Sales of
new homes are also affected by market  conditions for rental properties and
by the condition of the resale market for used homes,  including foreclosed
homes.  For example,  an  oversupply of resale units  depresses  prices and
reduces the margins  available on sales of new homes. The sale of new homes
and  profitability  from  sales  are  heavily  influenced  by the level and
expected  direction of interest rates.  Increases in interest rates tend to
have a  depressing  effect on the market for new homes in view of increased
monthly mortgage costs to potential 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 1998. Prior to their  expiration,
1,837,933  warrants  were  exercised  in 1998 for total  proceeds  of $36.8
million.


<PAGE> 21

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 September 1998,
the Credit Facility borrowing commitment was increased from $180 million to
$300 million and 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.

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

                                              1998            1997
                                          ---------        -----------
 <S>                                       <C>              <C>       
          Net cash provided (used) by:
            Operating activities          $(170,553)       $ (42,406)
            Investing activities             (7,900)          (1,772)
            Financing activities            175,495           37,154
                                          ---------        ---------
          Net decrease in cash            $  (2,958)       $  (7,024)
                                          =========        =========
</TABLE>


<PAGE> 22

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  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
reflecting the sale of the Company's  8.25% senior notes due 2004 and 8.88%
senior  subordinated  notes due 2007 and net  borrowings  under the  Credit
Facility,  offset by  purchases  of the  Company's  2003  Senior  Notes and
Debentures and repurchase of common stock and Class B warrants.

The Company  believes that cash flow from operations and amounts  available
under the Credit  Facility will be  sufficient to meet its working  capital
obligations and other needs.

                             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.

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.


<PAGE> 23

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.

Other

Year 2000 Issue

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

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

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

Substantially all of the Company's computer systems, including its mortgage
banking operations' systems, are year 2000 compliant.  The Company believes
the remaining computer systems will be compliant by the end of 1998 and the
other operating systems and equipment will be compliant by the end of 1999.
The  Company  is  currently   evaluating   all  major   supplier/contractor
relationships  and believes there are no significant  risks associated with
year 2000 issues  impacting its  operations.  The Company is also assessing
the year 2000 issues with other third-parties on which it relies, including
banking institutions,  title companies and government agencies and has been
informed by its primary banking institution,  its primary title company and
two major government agencies (Government National Mortgage Association and
Federal  National  Mortgage  Association)  that  they are will be year 2000
compliant  prior to  December  31,  1999.  While other  third-parties  have
informed the Company they are already year 2000  compliant  and others have
stated they will be compliant by the end of 1999, there can be no assurance
that the  systems of  third-parties  on which the  Company  relies  will be
compliant  in a timely  manner.  Since the  Company  is in the  preliminary
stages of assessing its  significant  third parties,  it does not currently
have adequate  information  to assess the risk of these  entities not being
able to provide  goods and  services  to the  Company.  As  information  is
received and  evaluated,  the Company will  determine  whether  contingency
plans are necessary.  Should one or more of the  significant  third-parties
fail to  achieve  year 2000  compliance,  the  Company's  business  and its
results of operations could be adversely affected.
<PAGE> 24
PART II.  OTHER INFORMATION
Item 5.  Other Information

     Additional Operating Data -

        The following  table provides  information  (expressed in number of
        housing  units) with  respect to new orders  taken,  deliveries  to
        purchasers  of  single-family  homes and  backlog  by state for the
        three and nine month periods ended September 30, 1998 and 1997:
<TABLE>
<CAPTION>
              States             New Orders     Deliveries
         -------------------     ----------    ------------
                                1998    1997     1998    1997
                                ----    ----     ----    ----
         Three Month Period -
<S>                               <C>     <C>     <C>     <C>
         Arizona .........        303     253     260     237
         California ......        196     160     190     123
         Colorado ........        341     302     349     332
         Florida .........        472     588     572     534
         Maryland/Virginia         82      88     110      95
         Michigan (1) ....         25    --      --      --
         Minnesota .......        104      78     128     104
         Nevada ..........         55      71      93      79
         New Jersey ......         94     112     103     135
         Ohio/Indiana (2)          27      25      33      32
         Texas ...........        256     205     240     202
                                -----   -----   -----   -----
                                1,955   1,882   2,078   1,873
                                =====   =====   =====   =====
</TABLE>
<TABLE>
<CAPTION>
              States           New Orders        Deliveries        Backlog
         --------------------  --------------    ------------    ------------
                               1998      1997    1998    1997    1998    1997
         Nine Month Period  -
<S>                             <C>       <C>     <C>     <C>     <C>     <C>
         Arizona                1,018     729     740     637     596     361
         California               760     507     484     404     501     252
         Colorado               1,211   1,055   1,041   1,071     756     625
         Florida                2,123   2,142   1,839   1,733   1,610   1,442
         Maryland/Virginia        401     303     259     257     246     146
         Michigan (1)              25       -       -       -      25       -
         Minnesota                399     317     325     226     248     198
         Nevada                   251     249     245     271     114     112
         New Jersey               383     363     296     338     247     204
         Ohio/Indiana (2)         120     103      85     117      67      70
         Texas                  1,071     777     716     618     757     501
                               ------  ------   -----   -----   -----   -----
                                7,762   6,545   6,030   5,672   5,167   3,911
                               ======  ======   =====   =====   =====   =====
</TABLE>
<PAGE> 25

         (1)      Includes  unit data for a 50% owned  joint  venture of 25
                  new orders for the three month period ended September 30,
                  1998 and 25 new orders and 25 backlog  for the nine month
                  period ended September 30, 1998.

         (2)      In 1997, the Company made the decision to discontinue its
                  Indiana operations.

     Cautionary Disclosure Regarding Forward-Looking Statements -

        Certain  statements   contained  herein,  in  the  Company's  press
        releases, oral communications and other filings with the Securities
        and Exchange  Commission that are not historical  facts are, or may
        be considered to be, forward-looking  statements within the meaning
        of Section 21E of the Securities  Exchange Act of 1934, as amended.
        Such matters  involve risks and  uncertainties,  including  general
        economic conditions,  fluctuations in interest rates, the impact of
        competitive  products and prices,  the supply of raw  materials and
        prices,  levels of consumer  confidence and other risks referred to
        under  the  caption   "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  3.1 -   Amended and Restated By-Laws of U.S. Home
                         Corporation,  dated as of October 15, 1998

        Exhibit 10.1 -   Second Amended and Restated Credit Agreement,
                         dated as of September  11, 1998 between 
                         U.S.  Home  Corporation  and TheFirst National
                         Bank of Chicago, as Agent

        Exhibit 10.2 -   Seventh Amendment to First Amended and Restated 
                         Warehousing Credit and Security Agreement (single
                         family mortgage loans), dated as of August 14, 1998
                         between  U.S.  Home  Mortgage Corporation and
                         Residential Funding Corporation

        Exhibit  27   -  Financial Data Schedule

  (b)   Reports on Form 8-K

        No Current Report on Form 8-K was filed by the Company during July,
        August or September 1998.


<PAGE> 26



                                 SIGNATURES

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


                                         U.S. HOME CORPORATION

Date:  November 4, 1998                  /s/ Isaac Heimbinder
                                         --------------------
                                         Isaac Heimbinder
                                         President, Co-Chief Executive Officer
                                         and Chief Operating Officer



Date:  November 4, 1998                  /s/ Chester P. Sadowski
                                         -----------------------
                                         Chester P. Sadowski
                                         Senior Vice President-Controller
                                         and Chief Accounting Officer



<PAGE> 27


                             INDEX OF EXHIBITS


                                                                   Sequential
Exhibit                                                             Numbered
Number                                                                 Page

 3.1           Amended and Restated By-Laws of U.S. Home
               Corporation,  dated as of October 15, 1998             28

10.1           Second  Amended and Restated  Credit  Agreement, 
               dated as of September 11, 1998 between U.S. Home
               Corporation and The First National Bank of
               Chicago, as Agent                                      43

10.2           Seventh Amendment to First Amended and Restated
               Warehousing Credit and Security Agreement (single
               family mortgage loans), dated as of August 14, 1998
               between U.S. Home Mortgage Corporation and
               Residential Funding Corporation                       196

27             Financial Data Schedule                               212