<PAGE> 1

   As filed with the Securities and Exchange Commission on December 23, 1997
                                                  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 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, TX 77027
                              (713) 877-2311
       (Address, Including Zip Code, and Telephone Number, Including
          Area Code, of Registrant's Principal Executive Offices)
                   ___________________________________


        Amended and Restated Retirement Plan for Non-Employee Directors
                          (Full Title of the Plan)
                   ___________________________________


                             ROBERT J. STRUDLER
                  Chairman and Co-Chief Executive Officer
                           U.S. Home Corporation
                            1800 West Loop South
                             Houston, TX 77027
                              (713) 877-2311
             (Name, Address, Including Zip Code, and Telephone
             Number, Including Area Code, of Agent For Service)

                                  Copy to:

                           Stephen C. Koval, Esq.
                Kaye, Scholer, Fierman, Hays & Handler, LLP
                              425 Park Avenue
                          New York, New York 10022

                   ___________________________________


<PAGE> 2

                      CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

================= ============= =================== ================== ===============
    Title of         Amount      Proposed Maximum    Proposed Maximum     Amount of 
   Securities         to be      Offering Price     Aggregate Offering   Registration
to be Registered    Registered   Per Share                 Price              Fee 
================= ============== ================== ================== ===============
<S>                <C>               <C>              <C>                  <C> 
Common Stock, 
$.01 par value
per share(1)       31,586 Shares     $24.625(2)       $777,805.26 (2)      $229.45
================= ============== ================= =================== ===============

</TABLE>

(1)      Includes preferred stock purchase rights.  Prior to the occurrence
         of certain events, the preferred stock purchase rights will not be
         evidenced separately from the Common Stock.

(2)      The offering  price has been  computed  pursuant to Section 3.1 of
         the  Amended  and  Restated   Retirement  Plan  for   Non-Employee
         Directors,  which  established the price of each share as of April
         23,  1997,  the date of the 1997  Annual  Meeting  of the Board of
         Directors of U.S. Home Corporation.



<PAGE> 3


                                  PART II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

                  The following documents,  or portions thereof, filed with
the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference:

                  1.  Annual   Report  of   U.S.  Home   Corporation   (the
"Company")  on  Form  10-K  pursuant  to  Section  13(a)  or  15(d)  of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), for the
fiscal year ended December 31, 1996.

                  2.  Quarterly  Report on Form 10-Q of the Company for the
fiscal  quarter  ended March 31, 1997 filed with the  Commission  on May 7,
1997.

                  3.  Quarterly  Report on Form 10-Q of the Company for the
fiscal  quarter ended June 30, 1997 filed with the  Commission on August 4,
1997.

                  4.  Current Report on Form 8-K of the Company  filed with
the Commission on August 21, 1997.

                  5.  Quarterly  Report on Form 10-Q of the Company for the
fiscal  quarter  ended  September  30,  1997 filed with the  Commission  on
November 10, 1997.

                  6.  The description  of the common stock,  $.01 par value
per share,  of the Company  (the  "Common  Stock") is  contained  under the
headings "Capital Stock and Class B Warrants - Common Stock" on page 51 and
"Capital  Stock and Class B Warrants -  Certificate  of  Incorporation"  on
pages  54-55 of the  prospectus,  dated  October 27,  1993,  filed with the
Commission  on October 28, 1993 pursuant to Rule 424(b)  promulgated  under
the  Securities  Act of 1933,  as amended  (the  "Act")  (Registration  No.
33-68966).

                  7.  The  description  of  the  preferred  stock  purchase
rights of the Company is contained under Item 1 "Description of Registrant's
Securities to be  Registered"  in the Company's  Registration  Statement on
Form 8-A, dated November 8, 1996, filed with the Commission on November 12,
1996,  as amended by the  Company's  Form 8-A/A,  dated  November 15, 1996,
filed with the Commission on November 18, 1996.

                  All documents  subsequently filed by the Company pursuant
to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to the
filing of a  post-effective  amendment  which indicates that all securities
offered have been sold or which  deregisters  all securities then remaining
unsold,  shall be deemed  incorporated by reference herein and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.


<PAGE> 4

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Seymour  H.  Chalif,  who is  special  counsel  to  Kaye,
Scholer,  Fierman, Hays & Handler, LLP, is also senior advisor to the board
of directors of the Company.

Item 6.  Indemnification of Directors and Officers.

         The Company's  Restated  Certificate of Incorporation,  as amended
(the "Certificate of Incorporation"),  provides, as do the charters of many
other publicly held companies  incorporated in the State of Delaware,  that
the personal  liability of  directors of the Company is  eliminated  to the
maximum   extent   permitted  by  applicable   law.  The   Certificate   of
Incorporation provides for the indemnification of the directors,  officers,
employees,  and  agents of the  Company  and its  subsidiaries  to the full
extent that may be permitted by applicable  law from time to time.  Certain
provisions  of the  Certificate  of  Incorporation  protect  the  Company's
directors  against personal  liability for monetary damages  resulting from
breaches of their fiduciary duty of care, except as set forth below.  Under
the Delaware General  Corporation Law, absent these  provisions,  directors
could be held liable for gross  negligence in the performance of their duty
of care but not for  simple  negligence.  The  Company's  directors  remain
liable  for  breaches  of their  duty of  loyalty  to the  Company  and its
stockholders,  as well as for acts or omissions  not in good faith or which
involve   intentional   misconduct  or  a  knowing  violation  of  law  and
transactions from which a director derives improper  personal benefit.  The
Certificate of Incorporation  also does not absolve  directors of liability
under  section 174 of the Delaware  General  Corporation  Law,  which makes
directors  personally  liable for  unlawful  dividends  or  unlawful  stock
repurchases  or  redemptions  in certain  circumstances  and expressly sets
forth a negligence standard with respect to such liability.

         Under the Delaware General Corporation Law,  directors,  officers,
employees  and  other  individuals  may  be  indemnified  against  expenses
(including  attorneys'  fees),   judgments,   fines  and  amounts  paid  in
settlement in connection  with  specified  actions,  suits or  proceedings,
whether civil,  criminal,  administrative  or investigative  (other than an
action by or in the right of the  corporation -- a "derivative  action") if
such  person  seeking  indemnification  acted in good faith and in a manner
reasonably  believed to be in or not opposed to the best  interests  of the
Company  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe their conduct was unlawful.  A similar standard
of care is  applicable  in the case of a  derivative  action,  except  that
indemnification  only  extends  to  expenses  (including  attorneys'  fees)
incurred in connection with defense or settlement of such an action and the
Delaware  General  Corporation Law requires court approval before there can
be any indemnification of expenses where the person seeking indemnification
has been found liable to the Company.


<PAGE> 5

         The  Certificate of  Incorporation  provides,  among other things,
that each person who was or is made a party to, or is threatened to be made
a party to, or is  otherwise  involved in any action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative (a "proceeding"),
by reason of the fact that he or she, or a person for whom he or she is the
legal  representative,  is or was a director  or officer of the Company (or
was serving at the request of the Company as a director,  officer, employee
or agent for another entity),  will be indemnified and held harmless by the
Company to the fullest  extent  permitted by applicable law as it presently
exists or may be amended, against all expense, liability or loss (including
attorneys'  fees),   reasonably  incurred  by  such  person  in  connection
therewith.  The Company will pay the expenses  (including  attorneys' fees)
incurred in defending any  proceeding in advance of its final  disposition.
However,  the  payment of  expenses  incurred  by a director  or officer in
advance of the final  disposition of the proceeding  will be made only upon
receipt by the  Company of an  undertaking  by the  director  or officer to
repay all amounts  advanced if it should be ultimately  determined that the
director or officer is not entitled to be indemnified under the Certificate
of Incorporation or otherwise.  The foregoing right of indemnification will
not be deemed  exclusive of any other right to which those  indemnified may
be entitled  against the  Company,  and the Company may provide  additional
rights to such persons.

         If a claim for  indemnification or payment of expenses is not paid
in full within 60 days after a written claim  therefor has been received by
the Company,  the  claimant  may file suit to recover the unpaid  amount of
such claim and, if successful  in whole or in part,  will be entitled to be
paid the expense of prosecuting such claim. In any such action, the Company
will have the burden of proving  that the  claimant was not entitled to the
requested indemnification or payment of expenses under applicable law.

         The  rights  conferred  on any  person  under the  Certificate  of
Incorporation  will not be  exclusive of any other rights which such person
may have or acquire  under any  statute,  provision of the  Certificate  of
Incorporation,  the Company's Amended and Restated By-Laws, agreement, vote
of stockholders of the Company or disinterested directors or otherwise.

         The Company's obligation,  if any, to indemnify any person who was
or is serving at its request as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust,  enterprise or
nonprofit  entity  will be reduced by any amount such person may collect as
indemnification  from such other corporation,  partnership,  joint venture,
trust, enterprise or nonprofit entity.

         Subject to the availability of insurance at substantially  similar
rates for similar  coverage (as  determined  in the sole  discretion of the
Company),  the Company will maintain  insurance at (i) the levels in effect
as of June 21, 1993 with  respect to each  director,  officer,  employee or
agent of the Company  until June 21, 1996,  or (ii) the levels in effect as

<PAGE> 6

of the date of the expiration of the term,  death,  removal,  retirement or
resignation  of any such  person  for a period of three  years  after  such
event,  whichever  level is greater,  in either  case,  with respect to any
proceeding  by reason of the fact that such person,  or the person for whom
he or she is the legal  representative,  is or was a director or officer of
the  Company  or is or was  serving  at the  request  of the  Company  as a
director,  officer,  employee  or  agent  of  another  corporation  or of a
partnership,   joint  venture,   trust,  enterprise  or  nonprofit  entity,
including  service  with  respect to employee  benefit  plans,  against all
liability  and loss  suffered  and  expenses  (including  attorney's  fees)
reasonably incurred by such person at the Company's expense, to protect the
Company and any such person against any such  liability,  cost,  payment or
expense;  provided,  however,  that  subject  to the  provisions  described
herein,  the Company will only be required to maintain  insurance until the
earlier of the date which is (a) three  years after the  expiration  of the
term, death, removal,  retirement or resignation of any such person and (b)
June 21, 1999.

         Any repeal or modification of the provisions  described above will
not  adversely  affect any right or  protection  under the  Certificate  of
Incorporation  of any person in respect  of any act or  omission  occurring
prior to the time of such repeal or modification.

         Under  the   Company's   First   Amended   Consolidated   Plan  of
Reorganization,  dated May 24,  1993,  as modified  (the  "Plan"),  and the
confirmation  order relating thereto of the United States  Bankruptcy Court
for the Southern  District of New York, the  obligations of the Company and
each of its  affiliates  to  indemnify  any  person  serving  as one of its
directors,  officers or  employees as of or  following  April 15, 1991,  by
reason of such person's past or future service in such a capacity,  or as a
director,  officer,  or employee of another  corporation,  partnership,  or
other legal entity, to the extent provided in the applicable certificate of
incorporation,  by-laws, or similar  constituent  documents or by statutory
law or written  agreement of or with the Company or any of its  affiliates,
were, except as provided below,  deemed and treated as executory  contracts
that were assumed by the Company or any of its  affiliates  pursuant to the
Plan  and  section  365 of the  United  States  Bankruptcy  Code,  upon the
confirmation of the Plan.  Accordingly,  such  indemnification  obligations
survived  and  were  unaffected  by entry of the  confirmation  order  with
respect to the Plan,  irrespective of whether such  indemnification is owed
for an act or event occurring before or after April 15, 1991.

         The Company entered into  indemnification  agreements effective as
of  June  21,  1993  with  each  of  its  directors  and  officers.   These
indemnification  agreements  provide  for,  among  other  things,  the  (i)
indemnification by the Company of the indemnitees  thereunder to the extent
described above and (ii) advancement of attorneys' fees and other expenses.
Accordingly,  the Company  will in certain  circumstances  be  obligated to
indemnify  its former  directors  and its  directors  and officers from and
after June 21,  1993,  including  as to matters  arising  out of service as
directors or officers of certain  entities other than the Company or any of
its affiliates prior to June 21, 1993.


<PAGE> 7

         Certain  of the  Company's  compensation  and stock  option  plans
provide for the  indemnification  of certain of the Company's  officers and
directors in connection with certain matters relating to such plans.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  The following are filed as exhibits to this  registration
statement:

Exhibits                   Description
--------                   -----------

4.1                        Amended and  Restated  Retirement  Plan
                           for       Non-Employee       Directors.
                           Incorporated  by reference from exhibit
                           10.6   of   U.S.   Home   Corporation's
                           Quarterly  Report  on Form 10-Q for the
                           quarterly  period ended  September  30,
                           1997 (the "November 1997 Form 10-Q").

4.2                        Restated  Certificate of  Incorporation
                           of U.S. Home Corporation.  Incorporated
                           by  reference  from exhibit 3.1 of U.S.
                           Home     Corporation's     Registration
                           Statement  on Form S-3  filed  with the
                           Commission on September 17, 1993.

4.3                        Certificate  of  Amendment of Restated 
                           Certificate of Incorporation of U.S. Home
                           Corporation. Incorporated  by reference
                           from exhibit 3.1 of U.S. Home Corporation's
                           Quarterly Report on Form 10-Q for the
                           quarterly  period  ended June 30, 1994 
                           filed with the Commission on August 9, 1994.

4.4                        Certificate  of Retirement of U.S. Home
                           Corporation  filed  with  the  State of
                           Delaware   on   September   14,   1995.
                           Incorporated  by reference from exhibit
                           3.1   to   U.S.   Home    Corporation's
                           Quarterly  Report  on Form 10-Q for the
                           quarterly  period ended  September  30,
                           1996 (the "September 1996 Form 10-Q").

4.5                        Certificate  of Retirement of U.S. Home
                           Corporation  filed  with  the  State of
                           Delaware   on    September   4,   1996.
                           Incorporated  by reference from exhibit
                           3.1(ii)  to  the  September  1996  Form
                           10-Q.


<PAGE> 8

4.6                        Certificate of Retirement of  U.S. Home
                           Corporation  filed  with  the  State of
                           Delaware on June 16, 1997. Incorporated
                           by reference  from exhibit 3.1 to the
                           November 1997 Form 10-Q.

4.7                        Certificate of Designation, Preferences
                           and   Rights   of   Series   A   Junior
                           Non-Cumulative     Preferred     Stock.
                           Incorporated  by reference from exhibit
                           3.2 of U.S. Home  Corporation's  Annual
                           Report on Form 10-K for the fiscal year
                           ended  December 31, 1996 filed with the
                           Commission on February 21, 1997.

4.8                        Amended and Restated By-Laws of U.S. Home
                           Corporation.  Incorporated by reference
                           from   exhibit  3.1(ii)   of  U.S. Home
                           Corporation's  Current Report on Form 8-K
                           filed  with   the    Commission    on
                           November 8, 1996.

4.9                        Rights Agreement,  dated as of November
                           7, 1996,  between U.S. Home Corporation
                           and First  Chicago Trust Company of New
                           York.  Incorporated  by reference  from
                           exhibit  4 to U.S.  Home  Corporation's
                           Current Report on Form 8-K/A  Amendment
                           #1  filed   with  the   Commission   on
                           November 18, 1996.

23.1                       Consent of Independent Public Accountants.

24.1                       Power of Attorney.  Included on the
                           signature page at Page II-8.

Item 9.  Undertakings.

                  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  Act,  unless  the
                  information  required  to be  included  in  such
                  post-effective   amendment  is  contained  in  a
                  periodic  report  filed with or furnished to the
                  Commission by the registrant pursuant to Section
                  13 or  Section  15(d)  of the  Exchange  Act and
                  incorporated herein by reference.


<PAGE> 9

                           (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,   unless  the
                   information  required  to be  included  in  such
                   post-effective   amendment  is  contained  in  a
                   periodic  report  filed with or furnished to the
                   Commission by the registrant pursuant to Section
                   13 or  Section  15(d)  of the  Exchange  Act and
                   incorporated      herein      by      reference.
                   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)
                   (ss.230.424(b)  of  this  chapter),  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.

                  2.  That,  for the purpose of determining  any  liability
under the Act, 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.

                  The undersigned  registrant  hereby  undertakes that, for
purposes of  determining  any  liability  under the Act, each filing of the
registrant's  annual  report  pursuant  to  Sections  13(a) or 15(d) of the
Exchange Act (and,  where  applicable,  each filing of an employee  benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement 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.


<PAGE> 10

                  Insofar as indemnification  for liabilities arising under
the Act 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  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 Act and will be governed by the final adjudication of such issue.

<PAGE> 11



                                 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 Houston,  State of
Texas, on this 18th day of December, 1997.



                                            U.S. HOME CORPORATION


                                            By:  /s/ Chester P. Sadowski
                                                 ------------------------
                                                 Name: Chester P. Sadowski
                                                 Title:   Vice President, 
                                                          Controller and
                                                          Chief Accounting
                                                          Officer




<PAGE> 12


                  Pursuant to the  requirements  of the  Securities  Act of
1933,  as  amended,  this  registration  statement  has been  signed by the
following persons in the capacities and on the dates indicated. Each person
whose signature appears below hereby authorizes each of Robert J. Strudler,
Isaac   Heimbinder,   Craig  M.  Johnson  and  Chester  P.   Sadowski,   as
attorney-in-fact,  to sign and file on his behalf, individually and in each
capacity  stated  below,  any  pre-effective  or  post-effective  amendment
hereto.

  Signature                      Title                          Date
  ---------                      -----                          ----

 /s/ Robert J. Strudler      Chairman, Co-Chief Executive    December 18, 1997
 Robert J. Strudler          Officer and Director
                             (principal executive officer)   

 /s/ Isaac Heimbinder        President, Co-Chief Executive   December 18, 1997
 Isaac Heimbinder            Officer, Chief Operating
                             Officer and Director            

 /s/ Chester P. Sadowski     Vice President,                 December 18, 1997
 Chester P. Sadowski         Controller and Chief
                             Accounting Officer
                             (principal accounting officer)  

 /s/ Thomas A. Napoli        Vice President-Corporate        December 18, 1997
 Thomas A. Napoli            Finance and Treasurer
                             (principal financial officer)

 /s/ Glen Adams              Director                        December 18, 1997
 Glen Adams

 /s/ Steven L. Gerard        Director                        December 18, 1997
 Steven L. Gerard

 /s/ Kenneth J. Hanau, Jr.   Director                        December 18, 1997
 Kenneth J. Hanau, Jr.

 /s/ Malcolm T. Hopkins      Director                        December 18, 1997
 Malcolm T. Hopkins

 /s/ Charles A. McKee        Director                        December 18, 1997
 Charles A. McKee

 /s/ George A. Poole, Jr.    Director                        December 18, 1997
 George A. Poole, Jr.

 /s/ Herve Ripault           Director                        December 18, 1997
 Herve Ripault

 /s/ James W. Sight          Director                        December 18, 1997
 James W. Sight

<PAGE> 13



                            EXHIBIT INDEX
                            -------------


Exhibit            Description
-------            -----------

23.1               Consent of Independent Public Accountants
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR 12-18-97", "secsgml_size_bytes": 30008}]
{"company-data": {"conformed-name": "U S HOME CORP /DE/", "cik": "0000101640", "assigned-sic": "1531", "irs-number": "210718930", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43009", "film-number": "97742856"}, "business-address": {"street1": "1800 WEST LOOP SOUTH", "street2": "STE 1900", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7138772311"}, "mail-address": {"street1": "PO BOX 2863", "city": "HOUSTON", "state": "TX", "zip": "77252"}, "former-company": {"former-conformed-name": "UNITED STATES HOME & DEVELOPMENT CORP", "date-changed": "19710713"}}
1

   As filed with the Securities and Exchange Commission on December 23, 1997
                                                  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 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, TX 77027
                              (713) 877-2311
       (Address, Including Zip Code, and Telephone Number, Including
          Area Code, of Registrant's Principal Executive Offices)
                   ___________________________________

        Amended and Restated Retirement Plan for Non-Employee Directors
                          (Full Title of the Plan)
                   ___________________________________

                             ROBERT J. STRUDLER
                  Chairman and Co-Chief Executive Officer
                           U.S. Home Corporation
                            1800 West Loop South
                             Houston, TX 77027
                              (713) 877-2311
             (Name, Address, Including Zip Code, and Telephone
             Number, Including Area Code, of Agent For Service)

                                  Copy to:

                           Stephen C. Koval, Esq.
                Kaye, Scholer, Fierman, Hays & Handler, LLP
                              425 Park Avenue
                          New York, New York 10022

                   ___________________________________
2

                      CALCULATION OF REGISTRATION FEE
================= ============= =================== ================== ===============
    Title of         Amount      Proposed Maximum    Proposed Maximum     Amount of 
   Securities         to be      Offering Price     Aggregate Offering   Registration
to be Registered    Registered   Per Share                 Price              Fee 
================= ============== ================== ================== ===============
Common Stock, 
$.01 par value
per share(1)       31,586 Shares     $24.625(2)       $777,805.26 (2)      $229.45
================= ============== ================= =================== ===============
(1)      Includes preferred stock purchase rights.  Prior to the occurrence
         of certain events, the preferred stock purchase rights will not be
         evidenced separately from the Common Stock.

(2)      The offering  price has been  computed  pursuant to Section 3.1 of
         the  Amended  and  Restated   Retirement  Plan  for   Non-Employee
         Directors,  which  established the price of each share as of April
         23,  1997,  the date of the 1997  Annual  Meeting  of the Board of
         Directors of U.S. Home Corporation.
3

                                  PART II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

                  The following documents,  or portions thereof, filed with
the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference:

                  1.  Annual   Report  of   U.S.  Home   Corporation   (the
"Company")  on  Form  10-K  pursuant  to  Section  13(a)  or  15(d)  of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), for the
fiscal year ended December 31, 1996.

                  2.  Quarterly  Report on Form 10-Q of the Company for the
fiscal  quarter  ended March 31, 1997 filed with the  Commission  on May 7,
1997.

                  3.  Quarterly  Report on Form 10-Q of the Company for the
fiscal  quarter ended June 30, 1997 filed with the  Commission on August 4,
1997.

                  4.  Current Report on Form 8-K of the Company  filed with
the Commission on August 21, 1997.

                  5.  Quarterly  Report on Form 10-Q of the Company for the
fiscal  quarter  ended  September  30,  1997 filed with the  Commission  on
November 10, 1997.

                  6.  The description  of the common stock,  $.01 par value
per share,  of the Company  (the  "Common  Stock") is  contained  under the
headings "Capital Stock and Class B Warrants - Common Stock" on page 51 and
"Capital  Stock and Class B Warrants -  Certificate  of  Incorporation"  on
pages  54-55 of the  prospectus,  dated  October 27,  1993,  filed with the
Commission  on October 28, 1993 pursuant to Rule 424(b)  promulgated  under
the  Securities  Act of 1933,  as amended  (the  "Act")  (Registration  No.
33-68966).

                  7.  The  description  of  the  preferred  stock  purchase
rights of the Company is contained under Item 1 "Description of Registrant's
Securities to be  Registered"  in the Company's  Registration  Statement on
Form 8-A, dated November 8, 1996, filed with the Commission on November 12,
1996,  as amended by the  Company's  Form 8-A/A,  dated  November 15, 1996,
filed with the Commission on November 18, 1996.

                  All documents  subsequently filed by the Company pursuant
to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to the
filing of a  post-effective  amendment  which indicates that all securities
offered have been sold or which  deregisters  all securities then remaining
unsold,  shall be deemed  incorporated by reference herein and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
4

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Seymour  H.  Chalif,  who is  special  counsel  to  Kaye,
Scholer,  Fierman, Hays & Handler, LLP, is also senior advisor to the board
of directors of the Company.

Item 6.  Indemnification of Directors and Officers.

         The Company's  Restated  Certificate of Incorporation,  as amended
(the "Certificate of Incorporation"),  provides, as do the charters of many
other publicly held companies  incorporated in the State of Delaware,  that
the personal  liability of  directors of the Company is  eliminated  to the
maximum   extent   permitted  by  applicable   law.  The   Certificate   of
Incorporation provides for the indemnification of the directors,  officers,
employees,  and  agents of the  Company  and its  subsidiaries  to the full
extent that may be permitted by applicable  law from time to time.  Certain
provisions  of the  Certificate  of  Incorporation  protect  the  Company's
directors  against personal  liability for monetary damages  resulting from
breaches of their fiduciary duty of care, except as set forth below.  Under
the Delaware General  Corporation Law, absent these  provisions,  directors
could be held liable for gross  negligence in the performance of their duty
of care but not for  simple  negligence.  The  Company's  directors  remain
liable  for  breaches  of their  duty of  loyalty  to the  Company  and its
stockholders,  as well as for acts or omissions  not in good faith or which
involve   intentional   misconduct  or  a  knowing  violation  of  law  and
transactions from which a director derives improper  personal benefit.  The
Certificate of Incorporation  also does not absolve  directors of liability
under  section 174 of the Delaware  General  Corporation  Law,  which makes
directors  personally  liable for  unlawful  dividends  or  unlawful  stock
repurchases  or  redemptions  in certain  circumstances  and expressly sets
forth a negligence standard with respect to such liability.

         Under the Delaware General Corporation Law,  directors,  officers,
employees  and  other  individuals  may  be  indemnified  against  expenses
(including  attorneys'  fees),   judgments,   fines  and  amounts  paid  in
settlement in connection  with  specified  actions,  suits or  proceedings,
whether civil,  criminal,  administrative  or investigative  (other than an
action by or in the right of the  corporation -- a "derivative  action") if
such  person  seeking  indemnification  acted in good faith and in a manner
reasonably  believed to be in or not opposed to the best  interests  of the
Company  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe their conduct was unlawful.  A similar standard
of care is  applicable  in the case of a  derivative  action,  except  that
indemnification  only  extends  to  expenses  (including  attorneys'  fees)
incurred in connection with defense or settlement of such an action and the
Delaware  General  Corporation Law requires court approval before there can
be any indemnification of expenses where the person seeking indemnification
has been found liable to the Company.
5

         The  Certificate of  Incorporation  provides,  among other things,
that each person who was or is made a party to, or is threatened to be made
a party to, or is  otherwise  involved in any action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative (a "proceeding"),
by reason of the fact that he or she, or a person for whom he or she is the
legal  representative,  is or was a director  or officer of the Company (or
was serving at the request of the Company as a director,  officer, employee
or agent for another entity),  will be indemnified and held harmless by the
Company to the fullest  extent  permitted by applicable law as it presently
exists or may be amended, against all expense, liability or loss (including
attorneys'  fees),   reasonably  incurred  by  such  person  in  connection
therewith.  The Company will pay the expenses  (including  attorneys' fees)
incurred in defending any  proceeding in advance of its final  disposition.
However,  the  payment of  expenses  incurred  by a director  or officer in
advance of the final  disposition of the proceeding  will be made only upon
receipt by the  Company of an  undertaking  by the  director  or officer to
repay all amounts  advanced if it should be ultimately  determined that the
director or officer is not entitled to be indemnified under the Certificate
of Incorporation or otherwise.  The foregoing right of indemnification will
not be deemed  exclusive of any other right to which those  indemnified may
be entitled  against the  Company,  and the Company may provide  additional
rights to such persons.

         If a claim for  indemnification or payment of expenses is not paid
in full within 60 days after a written claim  therefor has been received by
the Company,  the  claimant  may file suit to recover the unpaid  amount of
such claim and, if successful  in whole or in part,  will be entitled to be
paid the expense of prosecuting such claim. In any such action, the Company
will have the burden of proving  that the  claimant was not entitled to the
requested indemnification or payment of expenses under applicable law.

         The  rights  conferred  on any  person  under the  Certificate  of
Incorporation  will not be  exclusive of any other rights which such person
may have or acquire  under any  statute,  provision of the  Certificate  of
Incorporation,  the Company's Amended and Restated By-Laws, agreement, vote
of stockholders of the Company or disinterested directors or otherwise.

         The Company's obligation,  if any, to indemnify any person who was
or is serving at its request as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust,  enterprise or
nonprofit  entity  will be reduced by any amount such person may collect as
indemnification  from such other corporation,  partnership,  joint venture,
trust, enterprise or nonprofit entity.

         Subject to the availability of insurance at substantially  similar
rates for similar  coverage (as  determined  in the sole  discretion of the
Company),  the Company will maintain  insurance at (i) the levels in effect
as of June 21, 1993 with  respect to each  director,  officer,  employee or
agent of the Company  until June 21, 1996,  or (ii) the levels in effect as
6

of the date of the expiration of the term,  death,  removal,  retirement or
resignation  of any such  person  for a period of three  years  after  such
event,  whichever  level is greater,  in either  case,  with respect to any
proceeding  by reason of the fact that such person,  or the person for whom
he or she is the legal  representative,  is or was a director or officer of
the  Company  or is or was  serving  at the  request  of the  Company  as a
director,  officer,  employee  or  agent  of  another  corporation  or of a
partnership,   joint  venture,   trust,  enterprise  or  nonprofit  entity,
including  service  with  respect to employee  benefit  plans,  against all
liability  and loss  suffered  and  expenses  (including  attorney's  fees)
reasonably incurred by such person at the Company's expense, to protect the
Company and any such person against any such  liability,  cost,  payment or
expense;  provided,  however,  that  subject  to the  provisions  described
herein,  the Company will only be required to maintain  insurance until the
earlier of the date which is (a) three  years after the  expiration  of the
term, death, removal,  retirement or resignation of any such person and (b)
June 21, 1999.

         Any repeal or modification of the provisions  described above will
not  adversely  affect any right or  protection  under the  Certificate  of
Incorporation  of any person in respect  of any act or  omission  occurring
prior to the time of such repeal or modification.

         Under  the   Company's   First   Amended   Consolidated   Plan  of
Reorganization,  dated May 24,  1993,  as modified  (the  "Plan"),  and the
confirmation  order relating thereto of the United States  Bankruptcy Court
for the Southern  District of New York, the  obligations of the Company and
each of its  affiliates  to  indemnify  any  person  serving  as one of its
directors,  officers or  employees as of or  following  April 15, 1991,  by
reason of such person's past or future service in such a capacity,  or as a
director,  officer,  or employee of another  corporation,  partnership,  or
other legal entity, to the extent provided in the applicable certificate of
incorporation,  by-laws, or similar  constituent  documents or by statutory
law or written  agreement of or with the Company or any of its  affiliates,
were, except as provided below,  deemed and treated as executory  contracts
that were assumed by the Company or any of its  affiliates  pursuant to the
Plan  and  section  365 of the  United  States  Bankruptcy  Code,  upon the
confirmation of the Plan.  Accordingly,  such  indemnification  obligations
survived  and  were  unaffected  by entry of the  confirmation  order  with
respect to the Plan,  irrespective of whether such  indemnification is owed
for an act or event occurring before or after April 15, 1991.

         The Company entered into  indemnification  agreements effective as
of  June  21,  1993  with  each  of  its  directors  and  officers.   These
indemnification  agreements  provide  for,  among  other  things,  the  (i)
indemnification by the Company of the indemnitees  thereunder to the extent
described above and (ii) advancement of attorneys' fees and other expenses.
Accordingly,  the Company  will in certain  circumstances  be  obligated to
indemnify  its former  directors  and its  directors  and officers from and
after June 21,  1993,  including  as to matters  arising  out of service as
directors or officers of certain  entities other than the Company or any of
its affiliates prior to June 21, 1993.
7

         Certain  of the  Company's  compensation  and stock  option  plans
provide for the  indemnification  of certain of the Company's  officers and
directors in connection with certain matters relating to such plans.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  The following are filed as exhibits to this  registration
statement:

Exhibits                   Description
--------                   -----------

4.1                        Amended and  Restated  Retirement  Plan
                           for       Non-Employee       Directors.
                           Incorporated  by reference from exhibit
                           10.6   of   U.S.   Home   Corporation's
                           Quarterly  Report  on Form 10-Q for the
                           quarterly  period ended  September  30,
                           1997 (the "November 1997 Form 10-Q").

4.2                        Restated  Certificate of  Incorporation
                           of U.S. Home Corporation.  Incorporated
                           by  reference  from exhibit 3.1 of U.S.
                           Home     Corporation's     Registration
                           Statement  on Form S-3  filed  with the
                           Commission on September 17, 1993.

4.3                        Certificate  of  Amendment of Restated 
                           Certificate of Incorporation of U.S. Home
                           Corporation. Incorporated  by reference
                           from exhibit 3.1 of U.S. Home Corporation's
                           Quarterly Report on Form 10-Q for the
                           quarterly  period  ended June 30, 1994 
                           filed with the Commission on August 9, 1994.

4.4                        Certificate  of Retirement of U.S. Home
                           Corporation  filed  with  the  State of
                           Delaware   on   September   14,   1995.
                           Incorporated  by reference from exhibit
                           3.1   to   U.S.   Home    Corporation's
                           Quarterly  Report  on Form 10-Q for the
                           quarterly  period ended  September  30,
                           1996 (the "September 1996 Form 10-Q").

4.5                        Certificate  of Retirement of U.S. Home
                           Corporation  filed  with  the  State of
                           Delaware   on    September   4,   1996.
                           Incorporated  by reference from exhibit
                           3.1(ii)  to  the  September  1996  Form
                           10-Q.
8

4.6                        Certificate of Retirement of  U.S. Home
                           Corporation  filed  with  the  State of
                           Delaware on June 16, 1997. Incorporated
                           by reference  from exhibit 3.1 to the
                           November 1997 Form 10-Q.

4.7                        Certificate of Designation, Preferences
                           and   Rights   of   Series   A   Junior
                           Non-Cumulative     Preferred     Stock.
                           Incorporated  by reference from exhibit
                           3.2 of U.S. Home  Corporation's  Annual
                           Report on Form 10-K for the fiscal year
                           ended  December 31, 1996 filed with the
                           Commission on February 21, 1997.

4.8                        Amended and Restated By-Laws of U.S. Home
                           Corporation.  Incorporated by reference
                           from   exhibit  3.1(ii)   of  U.S. Home
                           Corporation's  Current Report on Form 8-K
                           filed  with   the    Commission    on
                           November 8, 1996.

4.9                        Rights Agreement,  dated as of November
                           7, 1996,  between U.S. Home Corporation
                           and First  Chicago Trust Company of New
                           York.  Incorporated  by reference  from
                           exhibit  4 to U.S.  Home  Corporation's
                           Current Report on Form 8-K/A  Amendment
                           #1  filed   with  the   Commission   on
                           November 18, 1996.

23.1                       Consent of Independent Public Accountants.

24.1                       Power of Attorney.  Included on the
                           signature page at Page II-8.

Item 9.  Undertakings.

                  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  Act,  unless  the
                  information  required  to be  included  in  such
                  post-effective   amendment  is  contained  in  a
                  periodic  report  filed with or furnished to the
                  Commission by the registrant pursuant to Section
                  13 or  Section  15(d)  of the  Exchange  Act and
                  incorporated herein by reference.
9

                           (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,   unless  the
                   information  required  to be  included  in  such
                   post-effective   amendment  is  contained  in  a
                   periodic  report  filed with or furnished to the
                   Commission by the registrant pursuant to Section
                   13 or  Section  15(d)  of the  Exchange  Act and
                   incorporated      herein      by      reference.
                   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)
                   (ss.230.424(b)  of  this  chapter),  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.

                  2.  That,  for the purpose of determining  any  liability
under the Act, 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.

                  The undersigned  registrant  hereby  undertakes that, for
purposes of  determining  any  liability  under the Act, each filing of the
registrant's  annual  report  pursuant  to  Sections  13(a) or 15(d) of the
Exchange Act (and,  where  applicable,  each filing of an employee  benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement 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.
10

                  Insofar as indemnification  for liabilities arising under
the Act 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  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 Act and will be governed by the final adjudication of such issue.
11

                                 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 Houston,  State of
Texas, on this 18th day of December, 1997.

                                            U.S. HOME CORPORATION

                                            By:  /s/ Chester P. Sadowski
                                                 ------------------------
                                                 Name: Chester P. Sadowski
                                                 Title:   Vice President, 
                                                          Controller and
                                                          Chief Accounting
                                                          Officer
12

                  Pursuant to the  requirements  of the  Securities  Act of
1933,  as  amended,  this  registration  statement  has been  signed by the
following persons in the capacities and on the dates indicated. Each person
whose signature appears below hereby authorizes each of Robert J. Strudler,
Isaac   Heimbinder,   Craig  M.  Johnson  and  Chester  P.   Sadowski,   as
attorney-in-fact,  to sign and file on his behalf, individually and in each
capacity  stated  below,  any  pre-effective  or  post-effective  amendment
hereto.

  Signature                      Title                          Date
  ---------                      -----                          ----

 /s/ Robert J. Strudler      Chairman, Co-Chief Executive    December 18, 1997
 Robert J. Strudler          Officer and Director
                             (principal executive officer)   

 /s/ Isaac Heimbinder        President, Co-Chief Executive   December 18, 1997
 Isaac Heimbinder            Officer, Chief Operating
                             Officer and Director            

 /s/ Chester P. Sadowski     Vice President,                 December 18, 1997
 Chester P. Sadowski         Controller and Chief
                             Accounting Officer
                             (principal accounting officer)  

 /s/ Thomas A. Napoli        Vice President-Corporate        December 18, 1997
 Thomas A. Napoli            Finance and Treasurer
                             (principal financial officer)

 /s/ Glen Adams              Director                        December 18, 1997
 Glen Adams

 /s/ Steven L. Gerard        Director                        December 18, 1997
 Steven L. Gerard

 /s/ Kenneth J. Hanau, Jr.   Director                        December 18, 1997
 Kenneth J. Hanau, Jr.

 /s/ Malcolm T. Hopkins      Director                        December 18, 1997
 Malcolm T. Hopkins

 /s/ Charles A. McKee        Director                        December 18, 1997
 Charles A. McKee

 /s/ George A. Poole, Jr.    Director                        December 18, 1997
 George A. Poole, Jr.

 /s/ Herve Ripault           Director                        December 18, 1997
 Herve Ripault

 /s/ James W. Sight          Director                        December 18, 1997
 James W. Sight
13

                            EXHIBIT INDEX
                            -------------

Exhibit            Description
-------            -----------

23.1               Consent of Independent Public Accountants