<PAGE>

      As filed with the Securities and Exchange Commission on July 19, 2002

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________
                                    FORM S-8
                             Registration Statement
                        Under The Securities Act Of 1933

                            ________________________

                             U.S. HOME SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
    <S>                                               <C>
               Delaware                                             75-2922239
    (State or other jurisdiction of                  (I.R.S. employer identification number)
    incorporation or organization)
</TABLE>

                          750 State Highway 121 Bypass
                                    Suite 170
                             Lewisville, Texas 75067
          (Address, including zip code, of principal executive offices)

                            ________________________


              U.S. Home Systems, Inc. 2000 Stock Compensation Plan

                            (Full title of the Plan)

                            ________________________


                                 Murray H. Gross
                             U.S. Home Systems, Inc.
                          750 State Highway 121 Bypass
                                    Suite 170
                             Lewisville, Texas 75067
                             (214) 488-6300 (phone)
                           (972) 451-4800 (facsimile)

 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                               Richard B. Goodner
                              Jackson Walker L.L.P.
                           901 Main Street, Suite 6000
                               Dallas, Texas 75202
                             (214) 953-6167 (phone)
                           (214) 953-5822 (facsimile)

                            ________________________

<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
    Title of Securities to be        Amount to be       Proposed Maximum      Proposed Maximum
           Registered                 Registered       Offering Price per    Aggregate Offering      Amount of
                                                              Share                Price          Registration Fee
-------------------------------------------------------------------------------------------------------------------
<S>                                <C>                  <C>                  <C>                 <C>
Common Stock, $0.001 par value     1,190,674 shares (1)     $4.85 (2)          $5,774,769 (2)        $531.28

-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)    Issuable under the U.S. Home Systems, Inc. 2000 Stock Compensation Plan.
(2)    Pursuant to Rule 457(c), the offering price and registration fee are
       computed on the basis of the average of the high and low prices of the
       Common Stock, as reported by The Nasdaq SmallCap Market on July 16, 2002.

<PAGE>

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     The document(s) containing the information specified in Item 1 of Part 1 of
Form S-8 will be sent or given to employees of U.S. Home Systems, Inc. (the
"Company" or "Registrant") as specified by Rule 428(b)(1). As specified in Form
S-8, such documents are not filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

Item 2.  Registration Information and Employee Plan Annual Information.

     The Registrant will provide a written statement to participants advising
them of the availability without charge, upon written or oral request, of the
documents incorporated by reference in Item 3 of Part II of this registration
statement, and stating that these documents are incorporated by reference in the
Section 10(a) prospectus. The statement also will indicate the availability
without charge, upon written or oral request, of other documents required to be
delivered to employees pursuant to Rule 428(b). The statement will include the
address (giving title or department) and telephone number to which the request
is to be directed.

                                                                          Page 2

<PAGE>

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents as filed with the U.S. Securities and Exchange
Commission are incorporated by reference in this Registration Statement:

1.   The Company's Annual Report on Form 10-KSB for the fiscal year ended
     December 31, 2001;

2.   The Company's Current Report on Form 8-K filed February 20, 2002;

3.   The Company's Quarterly Report on Form 10-QSB for the quarter ended March
     31, 2002;

4.   The Company's Definitive Proxy Statement on Schedule 14A filed April 25,
     2002;

5.   The Company's Current Report on Form 8-K filed June 3, 2002;

6.   The Company's Current Report on Form 8-K filed June 19, 2002;

7.   The Company's Current Report on Form 8-K filed July 11, 2002; and

8.   The description of the Company's Common Stock contained in the Company's
     Registration Statement on Form S-3, No. 333-63776, filed June 25, 2001 and
     effective on July 6, 2001, including any amendment and report filed for the
     purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all Common Stock to which this Registration Statement relates has
been sold or that deregisters all Common Stock to which this Registration
Statement relates then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such reports and documents.

Item 6.   Indemnification of Directors and Officers.

Delaware General Corporation Law

     Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee

                                                                          Page 3

<PAGE>

or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     Section 145(c) of the DGCL provides that to the extent that a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

     Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subsections (a) and (b). Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by a majority vote of such directors,
even though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(4) by the stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action,

                                                                          Page 4

<PAGE>

suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the corporation as authorized in Section 145. Such expenses (including
attorneys' fees) incurred by former directors and officers or other employees
and agents may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate.

     Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office.

     Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under Section 145.

     Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent, and shall inure to the
benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation

     The Registrant's certificate of incorporation provides that a director of
the Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except as limited by the DGCL. If the DGCL is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Registrant, in addition to the limitation on personal liability
described above, shall be limited to the fullest extent permitted by the amended
DGCL. Further, any repeal or modification of such provision of the Certificate
of Incorporation by the Registrant's stockholders shall be prospective only, and
shall not adversely affect any limitation on the personal liability of a
director of the Registrant existing at the time of such repeal or modification.

Bylaws

     The Registrant's bylaws provide that it (i) shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by reason of the fact that such person is or was a
director or officer of the Registrant, or is or was serving at the request of
the Registrant as a director or officer of another corporation, partnership,
joint venture, trust, other enterprise or employee benefit plan and (ii) upon a

                                                                          Page 5

<PAGE>

determination by the Board of Directors that indemnification is appropriate, the
Registrant may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by reason of
the fact that such person is or was an employee or agent of the Registrant or at
the request of the Registrant was serving as an employee or agent of any other
corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan, in the case of (i) and (ii) against reasonable expenses (including
attorneys' fees), judgments, fines, penalties, amounts paid in settlement and
other liabilities actually and reasonably incurred by such person in connection
with such action or suit if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the Registrant's best interests,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was unlawful. However, in an action or suit by or in
the right of the Registrant to procure a judgment in its favor, no
indemnification shall be made in respect of any claim as to which such person
shall have been adjudged to be liable to the Registrant unless and only to the
extent that a court of appropriate jurisdiction shall determine that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity of such expenses
which the court shall deem proper. Any indemnification shall be made by the
Registrant upon a determination that indemnification of such person is proper in
the circumstances because he has met the applicable standard of conduct set
forth above. Expenses incurred by a person who is or was a director or officer
of the Registrant in defending such actions or suits shall be paid by the
Registrant at reasonable intervals in advance of the final disposition of such
action or suit upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Registrant. In addition, the Registrant shall
pay or reimburse expenses incurred by any person who is or was a director or
officer of the Registrant in connection with such person's appearance as a
witness or other participant in a proceeding in which such person or the
Registrant is not a named party to such proceeding, provided that such
appearance or participation is on behalf of the Registrant or by reason of his
past or present capacity as a director or officer of the Registrant. The
Registrant intends these provisions to provide indemnification for appropriate
persons to the fullest extent permitted by law.

Insurance

     The Registrant intends to maintain liability insurance for the benefit of
its directors and officers.

Item 8.       Exhibits.

Exhibit No.   Exhibit

5             Opinion of Jackson Walker L.L.P. (a)

23.1          Consent of Ernst & Young LLP (a)

23.2          Consent of Jackson Walker L.L.P. (included in opinion filed as
              Exhibit 5)

24            Power of Attorney (included on signature page of this Registration
              Statement)

                                                                          Page 6

<PAGE>

99         Amended and Restated 2000 Stock Compensation Plan (which updates the
           2000 Stock Compensation Plan filed as Exhibit F to the Schedule 14A
           filed by the Company on December 15, 2000) (a)

-------------------------------------------------------------------------------
(a)  Filed herewith.

Item 9.    Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)   To file, during any period in which offers or sales are being made, a
           post-effective amendment to this registration statement;

           (i)   To include any prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933;

           (ii)  To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in the registration statement.
                 Notwithstanding the foregoing, any increase or decrease in
                 volume of securities offered (if the total dollar value of
                 securities offered would not exceed that which was registered)
                 and any deviation from the low or high end of the estimated
                 maximum offering range may be reflected in the form of
                 prospectus filed with the Commission pursuant to Rule 424(b)
                 if, in the aggregate, the changes in volume and price represent
                 no more than a 20 percent change in the maximum aggregate
                 offering price set forth in the "Calculation of Registration
                 Fee" table in the effective Registration Statement;

           (iii) To include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement, or any material change to such information in the
                 registration statement; provided, however, that paragraphs
                 (a)(1)(i) and (a)(1)(ii) do not apply if the information
                 required to be included in a post-effective amendment by those
                 paragraphs is contained in periodic reports filed by the
                 Registrant pursuant to Section 13 or Section 15(d) of the
                 Securities Exchange Act of 1934 that are incorporated by
                 reference in the registration statement.

     (2)   That, for the purpose of determining any liability under the
           Securities Act of 1933, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.

     (3)   To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.

                                                                          Page 7

<PAGE>

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable, each filing
     of an employee benefit plan's annual report pursuant to Section 15(d) of
     the Securities Exchange Act of 1934) that is incorporated by reference in
     the registration statement shall be deemed to be a new registration
     statement relating to the securities offered herein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Registrant, pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer, or
     controlling person of the Registrant in the successful defense of any
     action, suit, or proceeding) is asserted by such director, officer, or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act of 1933 and will be
     governed by the final adjudication of such issue.

(d)  The undersigned Registrant hereby undertakes that:

     (1)   For the purposes of determining any liability under the Securities
           Act of 1933, the information omitted from the form of prospectus
           filed as part of this registration statement in reliance upon Rule
           430A and contained in a form of prospectus filed by the Registrant
           pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
           of 1933 shall be deemed to be part of this registration statement as
           of the time it was declared effective.

     (2)   For the purpose of determining any liability under the Securities Act
           of 1933, each post-effective amendment that contains a form of
           prospectus shall be deemed to be a new registration statement
           relating to the securities offered therein, and the offering of such
           new securities at that time shall be deemed to be the initial bona
           fide offering thereof.

                                                                          Page 8

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lewisville, State of Texas, on July 19, 2002.

                                         U.S. HOME SYSTEMS, INC.


                                         By:   /s/ Murray H. Gross
                                             -----------------------------------
                                             Murray H. Gross, President, Chief
                                             Executive Officer and Chairman of
                                             the Board of Directors


                                         By:   /s/ Robert A. DeFronzo
                                             -----------------------------------
                                             Robert A. DeFronzo, Chief Financial
                                             Officer, Secretary and Treasurer
                                             (Principal Financial and
                                             Accounting Officer)


                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of U.S. Home Systems, Inc., hereby constitute and appoint Murray H.
Gross and Robert A. DeFronzo, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name place and stead, in any and all capacities, to execute any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

                                                                          Page 9

<PAGE>

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below.

<TABLE>
<CAPTION>
Name                               Title                                       Date
----                               -----                                       ----
<S>                                <C>                                         <C>
  /s/ Murray H. Gross              President, Chief Executive Officer and      July 19, 2002
--------------------------------   Chairman of the Board of Directors
Murray H. Gross

  /s/ David A. Yoho                Director                                    July 19, 2002
--------------------------------
David A. Yoho

  /s/ Ronald I. Wagner             Director                                    July 19, 2002
--------------------------------
Ronald I. Wagner

  /s/ D.S. Berenson                Director                                    July 19, 2002
--------------------------------
D.S. Berenson

  /s/ Donald A. Buchholz           Director                                    July 19, 2002
--------------------------------
Donald A. Buchholz
</TABLE>

                                                                         Page 10

<PAGE>

                                    EXHIBITS
                                INDEX TO EXHIBITS

Exhibit No.    Exhibit

5              Opinion of Jackson Walker L.L.P. (a)

23.1           Consent of Ernst & Young LLP (a)

23.2           Consent of Jackson Walker L.L.P. (included in opinion filed as
               Exhibit 5)

24             Power of Attorney (included on signature page of this
               Registration Statement)

99             Amended and Restated 2000 Stock Compensation Plan (which updates
               the 2000 Stock Compensation Plan filed as Exhibit F to the
               Schedule 14A filed by the Company on December 15, 2000) (a)

--------------------------------------------------------------------------------
(a)  Filed herewith.

                                                                         Page 11
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 29365}]
{"company-data": {"conformed-name": "US HOME SYSTEMS INC /TX", "cik": "0000844789", "assigned-sic": "5900", "irs-number": "752922239", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96753", "film-number": "02706491"}, "business-address": {"street1": "750 STATE HIGHWAY 121 BYPASS", "street2": "SUITE 170", "city": "LEWISVILLE", "state": "TX", "zip": "75067", "phone": "2144886300"}, "mail-address": {"street1": "750 STATE HIGHWAY 121 BYPASS", "street2": "STE 170", "city": "LEWISVILLE", "state": "TX", "zip": "75067"}}
As filed with the Securities and Exchange Commission on July 19, 2002

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________
                                    FORM S-8
                             Registration Statement
                        Under The Securities Act Of 1933

                            ________________________

                             U.S. HOME SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
Delaware                                             75-2922239
    (State or other jurisdiction of                  (I.R.S. employer identification number)
    incorporation or organization)
750 State Highway 121 Bypass
                                    Suite 170
                             Lewisville, Texas 75067
          (Address, including zip code, of principal executive offices)

                            ________________________

              U.S. Home Systems, Inc. 2000 Stock Compensation Plan

                            (Full title of the Plan)

                            ________________________

                                 Murray H. Gross
                             U.S. Home Systems, Inc.
                          750 State Highway 121 Bypass
                                    Suite 170
                             Lewisville, Texas 75067
                             (214) 488-6300 (phone)
                           (972) 451-4800 (facsimile)

 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                               Richard B. Goodner
                              Jackson Walker L.L.P.
                           901 Main Street, Suite 6000
                               Dallas, Texas 75202
                             (214) 953-6167 (phone)
                           (214) 953-5822 (facsimile)

                            ________________________
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
    Title of Securities to be        Amount to be       Proposed Maximum      Proposed Maximum
           Registered                 Registered       Offering Price per    Aggregate Offering      Amount of
                                                              Share                Price          Registration Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value     1,190,674 shares (1)     $4.85 (2)          $5,774,769 (2)        $531.28

-------------------------------------------------------------------------------------------------------------------
(1)    Issuable under the U.S. Home Systems, Inc. 2000 Stock Compensation Plan.
(2)    Pursuant to Rule 457(c), the offering price and registration fee are
       computed on the basis of the average of the high and low prices of the
       Common Stock, as reported by The Nasdaq SmallCap Market on July 16, 2002.
Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     The document(s) containing the information specified in Item 1 of Part 1 of
Form S-8 will be sent or given to employees of U.S. Home Systems, Inc. (the
"Company" or "Registrant") as specified by Rule 428(b)(1). As specified in Form
S-8, such documents are not filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

Item 2.  Registration Information and Employee Plan Annual Information.

     The Registrant will provide a written statement to participants advising
them of the availability without charge, upon written or oral request, of the
documents incorporated by reference in Item 3 of Part II of this registration
statement, and stating that these documents are incorporated by reference in the
Section 10(a) prospectus. The statement also will indicate the availability
without charge, upon written or oral request, of other documents required to be
delivered to employees pursuant to Rule 428(b). The statement will include the
address (giving title or department) and telephone number to which the request
is to be directed.

                                                                          Page 2
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents as filed with the U.S. Securities and Exchange
Commission are incorporated by reference in this Registration Statement:

1.   The Company's Annual Report on Form 10-KSB for the fiscal year ended
     December 31, 2001;

2.   The Company's Current Report on Form 8-K filed February 20, 2002;

3.   The Company's Quarterly Report on Form 10-QSB for the quarter ended March
     31, 2002;

4.   The Company's Definitive Proxy Statement on Schedule 14A filed April 25,
     2002;

5.   The Company's Current Report on Form 8-K filed June 3, 2002;

6.   The Company's Current Report on Form 8-K filed June 19, 2002;

7.   The Company's Current Report on Form 8-K filed July 11, 2002; and

8.   The description of the Company's Common Stock contained in the Company's
     Registration Statement on Form S-3, No. 333-63776, filed June 25, 2001 and
     effective on July 6, 2001, including any amendment and report filed for the
     purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all Common Stock to which this Registration Statement relates has
been sold or that deregisters all Common Stock to which this Registration
Statement relates then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such reports and documents.

Item 6.   Indemnification of Directors and Officers.

Delaware General Corporation Law

     Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee

                                                                          Page 3
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     Section 145(c) of the DGCL provides that to the extent that a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

     Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subsections (a) and (b). Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by a majority vote of such directors,
even though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(4) by the stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action,

                                                                          Page 4
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the corporation as authorized in Section 145. Such expenses (including
attorneys' fees) incurred by former directors and officers or other employees
and agents may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate.

     Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office.

     Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under Section 145.

     Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent, and shall inure to the
benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation

     The Registrant's certificate of incorporation provides that a director of
the Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except as limited by the DGCL. If the DGCL is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Registrant, in addition to the limitation on personal liability
described above, shall be limited to the fullest extent permitted by the amended
DGCL. Further, any repeal or modification of such provision of the Certificate
of Incorporation by the Registrant's stockholders shall be prospective only, and
shall not adversely affect any limitation on the personal liability of a
director of the Registrant existing at the time of such repeal or modification.

Bylaws

     The Registrant's bylaws provide that it (i) shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by reason of the fact that such person is or was a
director or officer of the Registrant, or is or was serving at the request of
the Registrant as a director or officer of another corporation, partnership,
joint venture, trust, other enterprise or employee benefit plan and (ii) upon a

                                                                          Page 5
determination by the Board of Directors that indemnification is appropriate, the
Registrant may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by reason of
the fact that such person is or was an employee or agent of the Registrant or at
the request of the Registrant was serving as an employee or agent of any other
corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan, in the case of (i) and (ii) against reasonable expenses (including
attorneys' fees), judgments, fines, penalties, amounts paid in settlement and
other liabilities actually and reasonably incurred by such person in connection
with such action or suit if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the Registrant's best interests,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was unlawful. However, in an action or suit by or in
the right of the Registrant to procure a judgment in its favor, no
indemnification shall be made in respect of any claim as to which such person
shall have been adjudged to be liable to the Registrant unless and only to the
extent that a court of appropriate jurisdiction shall determine that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity of such expenses
which the court shall deem proper. Any indemnification shall be made by the
Registrant upon a determination that indemnification of such person is proper in
the circumstances because he has met the applicable standard of conduct set
forth above. Expenses incurred by a person who is or was a director or officer
of the Registrant in defending such actions or suits shall be paid by the
Registrant at reasonable intervals in advance of the final disposition of such
action or suit upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Registrant. In addition, the Registrant shall
pay or reimburse expenses incurred by any person who is or was a director or
officer of the Registrant in connection with such person's appearance as a
witness or other participant in a proceeding in which such person or the
Registrant is not a named party to such proceeding, provided that such
appearance or participation is on behalf of the Registrant or by reason of his
past or present capacity as a director or officer of the Registrant. The
Registrant intends these provisions to provide indemnification for appropriate
persons to the fullest extent permitted by law.

Insurance

     The Registrant intends to maintain liability insurance for the benefit of
its directors and officers.

Item 8.       Exhibits.

Exhibit No.   Exhibit

5             Opinion of Jackson Walker L.L.P. (a)

23.1          Consent of Ernst & Young LLP (a)

23.2          Consent of Jackson Walker L.L.P. (included in opinion filed as
              Exhibit 5)

24            Power of Attorney (included on signature page of this Registration
              Statement)

                                                                          Page 6
99         Amended and Restated 2000 Stock Compensation Plan (which updates the
           2000 Stock Compensation Plan filed as Exhibit F to the Schedule 14A
           filed by the Company on December 15, 2000) (a)

-------------------------------------------------------------------------------
(a)  Filed herewith.

Item 9.    Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)   To file, during any period in which offers or sales are being made, a
           post-effective amendment to this registration statement;

           (i)   To include any prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933;

           (ii)  To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in the registration statement.
                 Notwithstanding the foregoing, any increase or decrease in
                 volume of securities offered (if the total dollar value of
                 securities offered would not exceed that which was registered)
                 and any deviation from the low or high end of the estimated
                 maximum offering range may be reflected in the form of
                 prospectus filed with the Commission pursuant to Rule 424(b)
                 if, in the aggregate, the changes in volume and price represent
                 no more than a 20 percent change in the maximum aggregate
                 offering price set forth in the "Calculation of Registration
                 Fee" table in the effective Registration Statement;

           (iii) To include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement, or any material change to such information in the
                 registration statement; provided, however, that paragraphs
                 (a)(1)(i) and (a)(1)(ii) do not apply if the information
                 required to be included in a post-effective amendment by those
                 paragraphs is contained in periodic reports filed by the
                 Registrant pursuant to Section 13 or Section 15(d) of the
                 Securities Exchange Act of 1934 that are incorporated by
                 reference in the registration statement.

     (2)   That, for the purpose of determining any liability under the
           Securities Act of 1933, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.

     (3)   To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.

                                                                          Page 7
(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable, each filing
     of an employee benefit plan's annual report pursuant to Section 15(d) of
     the Securities Exchange Act of 1934) that is incorporated by reference in
     the registration statement shall be deemed to be a new registration
     statement relating to the securities offered herein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Registrant, pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer, or
     controlling person of the Registrant in the successful defense of any
     action, suit, or proceeding) is asserted by such director, officer, or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act of 1933 and will be
     governed by the final adjudication of such issue.

(d)  The undersigned Registrant hereby undertakes that:

     (1)   For the purposes of determining any liability under the Securities
           Act of 1933, the information omitted from the form of prospectus
           filed as part of this registration statement in reliance upon Rule
           430A and contained in a form of prospectus filed by the Registrant
           pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
           of 1933 shall be deemed to be part of this registration statement as
           of the time it was declared effective.

     (2)   For the purpose of determining any liability under the Securities Act
           of 1933, each post-effective amendment that contains a form of
           prospectus shall be deemed to be a new registration statement
           relating to the securities offered therein, and the offering of such
           new securities at that time shall be deemed to be the initial bona
           fide offering thereof.

                                                                          Page 8
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lewisville, State of Texas, on July 19, 2002.

                                         U.S. HOME SYSTEMS, INC.

                                         By:   /s/ Murray H. Gross
                                             -----------------------------------
                                             Murray H. Gross, President, Chief
                                             Executive Officer and Chairman of
                                             the Board of Directors

                                         By:   /s/ Robert A. DeFronzo
                                             -----------------------------------
                                             Robert A. DeFronzo, Chief Financial
                                             Officer, Secretary and Treasurer
                                             (Principal Financial and
                                             Accounting Officer)

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of U.S. Home Systems, Inc., hereby constitute and appoint Murray H.
Gross and Robert A. DeFronzo, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name place and stead, in any and all capacities, to execute any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

                                                                          Page 9
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below.
Name                               Title                                       Date
----                               -----                                       ----
/s/ Murray H. Gross              President, Chief Executive Officer and      July 19, 2002
--------------------------------   Chairman of the Board of Directors
Murray H. Gross

  /s/ David A. Yoho                Director                                    July 19, 2002
--------------------------------
David A. Yoho

  /s/ Ronald I. Wagner             Director                                    July 19, 2002
--------------------------------
Ronald I. Wagner

  /s/ D.S. Berenson                Director                                    July 19, 2002
--------------------------------
D.S. Berenson

  /s/ Donald A. Buchholz           Director                                    July 19, 2002
--------------------------------
Donald A. Buchholz
Page 10
EXHIBITS
                                INDEX TO EXHIBITS

Exhibit No.    Exhibit

5              Opinion of Jackson Walker L.L.P. (a)

23.1           Consent of Ernst & Young LLP (a)

23.2           Consent of Jackson Walker L.L.P. (included in opinion filed as
               Exhibit 5)

24             Power of Attorney (included on signature page of this
               Registration Statement)

99             Amended and Restated 2000 Stock Compensation Plan (which updates
               the 2000 Stock Compensation Plan filed as Exhibit F to the
               Schedule 14A filed by the Company on December 15, 2000) (a)

--------------------------------------------------------------------------------
(a)  Filed herewith.

                                                                         Page 11