<PAGE> 1

   As filed with the Securities and Exchange Commission on April 24, 1996
                                                 Registration No. 33-_____


                     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)



                     1996 Employees' Stock Option Plan
                          (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

=========================== ------------------------ ------------------------
Title of Securities to be   Amount to be Registered     Proposed Maximum   
        Registered                                     Offering Price Per
                                                              Share 
=========================== ======================== ========================
Common Stock, $.01 par          500,000 Shares            $23.500(1)     
value per share
=========================== ======================== ========================


           ------------------------ -------------------------
                Proposed Maximum       Amount of Registration
               Aggregate Offering               Fee
                    Price
           ======================== =========================
                $ 11,750,000 (1)              $4,052.00

           ======================== =========================

(1)      The offering  price has been computed  pursuant to Rule 457(c) and
         Rule  457(h)(1)  promulgated  under the Securities Act of 1933, as
         amended,  upon the basis of the high and low  prices of the Common
         Stock reported on the New York Stock Exchange on April 18, 1996.


<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.   U.S. Home Corporation's (the  "Company") Annual Report
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, 1995.

                  2.   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"),  relating  to  the Company's
Amendment No. 3 to Registration  Statement on Form S-3 under  the  Act filed
with the Commission on October 26, 1993 (Registration No. 33-68966).

                  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.

                  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 to the  Company is
eliminated  to  the  maximum  extent   permitted  by  applicable  law.  The

<PAGE> 4

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
they acted in good faith and in a manner they 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.

         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"),

<PAGE> 5
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

<PAGE> 6

agent of the Company  until June 21, 1996,  or (ii) the levels in effect as
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.


<PAGE> 7

         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.

         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                        1996  Employees'   Stock  Option  Plan.
                           Incorporated  by reference from Exhibit
                           A to U.S. Home Corporation's definitive
                           proxy    statement    for   U.S.   Home
                           Corporation's  1996  Annual  Meeting of
                           Shareholders,   as   filed   with   the
                           Commission  under Schedule 14A on March
                           12, 1996.

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 under the Act filed
                           with the  Commission on September 17,
                           1993 ("Form S-3").


<PAGE> 8

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  pursuant  to Section  15(d)
                           of the  Exchange  Act filed with the
                           Commission on August 9, 1994.

4.4                        Certificate  of Retirement  of U.S. Home
                           Corporation  as filed with the State of
                           Delaware on September 14, 1995.

4.5                        Amended  and  Restated  By-Laws  of  U.S.
                           Home  Corporation.  Incorporated  by
                           reference from exhibit 3.2 of Form S-3.

5                          Opinion of Messrs. Kaye, Scholer, Fierman,
                           Hays & Handler, LLP.

23.1                       Consent of Independent Public Accountants.

23.2                       Consent of Messrs.  Kaye, Scholer,  Fierman,
                           Hays & Handler,  LLP contained in
                           such firm's opinion filed as Exhibit 5 hereto.

24                         Power of Attorney.  Included on the signature
                           page at Page II-7.

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  Securities  Act of
                           1933,  unless  the  information  required  to be
                           included  in such  post-effective  amendment  is
                           contained  in a  periodic  report  filed with or
                           furnished   to  the   Securities   and  Exchange
                           Commission by the registrant pursuant to Section
                           13 or Section 15(d) of the  Securities  Exchange
                           Act  of  1934   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
                           Securities   and  Exchange   Commission  by  the
                           registrant  pursuant  to  Section  13 or Section
                           15(d) of the Securities Exchange Act of 1934 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%  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 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.

                  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 Sections 13(a) or
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 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  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 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 24th day of April, 1996.



                           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      April 24, 1996
- -------------------------     Officer and Director
Robert J. Strudler            (principal executive officer)


/s/  Isaac Heimbinder         President, Co-Chief Executive     April 24, 1996
- -------------------------     Officer, Chief Operating
Isaac Heimbinder              Officer and  Director

/s/  Chester P. Sadowski      Vice President,                   April 24, 1996
- -------------------------     Controller and Chief
Chester P. Sadowski           Accounting Officer
                              (principal accounting officer)

/s/  Thomas A. Napoli         Vice President,                   April 24, 1996
- -------------------------     Finance and Chief
Thomas A. Napoli              Financial Officer
                              (principal financial officer)

/s/  Glen Adams               Director                          April 24, 1996
- -------------------------
Glen Adams

/s/  Steven L. Gerard         Director                          April 24, 1996
- -------------------------
Steven L. Gerard

/s/  Kenneth J. Hanau, Jr.    Director                          April 24, 1996
- --------------------------
Kenneth J. Hanau, Jr.

/s/  Malcolm T. Hopkins       Director                          April 24, 1996
- --------------------------
Malcolm T. Hopkins

/s/  Jack L. McDonald         Director                          April 24, 1996
- --------------------------
Jack L. McDonald

/s/  Charles A. McKee         Director                          April 24, 1996
- --------------------------
Charles A. McKee

<PAGE> 13

/s/  George A. Poole, Jr.     Director                          April 24, 1996
- --------------------------
George A. Poole, Jr.

/s/  Herve Ripault            Director                          April 24, 1996
- --------------------------
Herve Ripault

/s/  James W. Sight           Director                          April 24, 1996
- --------------------------
James W. Sight

<PAGE> 14



                               EXHIBIT INDEX


Exhibit        Description                                         Page
- -------        -----------                                         ----

4.4            Certificate of Retirement of U.S. Home                15
               Corporation

5              Opinion of Kaye, Scholer, Fierman, Hays               16
               & Handler, LLP

23.1           Consent of Independent Public Accountants             17
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR 4-24-96", "secsgml_size_bytes": 27884}]
{"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": "333-02775", "film-number": "96550052"}, "business-address": {"street1": "1800 WEST LOOP SOUTH", "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 April 24, 1996
                                                 Registration No. 33-_____

                     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)

                     1996 Employees' Stock Option Plan
                          (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 Securities to be   Amount to be Registered     Proposed Maximum   
        Registered                                     Offering Price Per
                                                              Share 
=========================== ======================== ========================
Common Stock, $.01 par          500,000 Shares            $23.500(1)     
value per share
=========================== ======================== ========================

           ------------------------ -------------------------
                Proposed Maximum       Amount of Registration
               Aggregate Offering               Fee
                    Price
           ======================== =========================
                $ 11,750,000 (1)              $4,052.00

           ======================== =========================

(1)      The offering  price has been computed  pursuant to Rule 457(c) and
         Rule  457(h)(1)  promulgated  under the Securities Act of 1933, as
         amended,  upon the basis of the high and low  prices of the Common
         Stock reported on the New York Stock Exchange on April 18, 1996.
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.   U.S. Home Corporation's (the  "Company") Annual Report
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, 1995.

                  2.   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"),  relating  to  the Company's
Amendment No. 3 to Registration  Statement on Form S-3 under  the  Act filed
with the Commission on October 26, 1993 (Registration No. 33-68966).

                  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.

                  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 to the  Company is
eliminated  to  the  maximum  extent   permitted  by  applicable  law.  The
4

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
they acted in good faith and in a manner they 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.

         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"),
5
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
6

agent of the Company  until June 21, 1996,  or (ii) the levels in effect as
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.
7

         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.

         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                        1996  Employees'   Stock  Option  Plan.
                           Incorporated  by reference from Exhibit
                           A to U.S. Home Corporation's definitive
                           proxy    statement    for   U.S.   Home
                           Corporation's  1996  Annual  Meeting of
                           Shareholders,   as   filed   with   the
                           Commission  under Schedule 14A on March
                           12, 1996.

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 under the Act filed
                           with the  Commission on September 17,
                           1993 ("Form S-3").
8

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  pursuant  to Section  15(d)
                           of the  Exchange  Act filed with the
                           Commission on August 9, 1994.

4.4                        Certificate  of Retirement  of U.S. Home
                           Corporation  as filed with the State of
                           Delaware on September 14, 1995.

4.5                        Amended  and  Restated  By-Laws  of  U.S.
                           Home  Corporation.  Incorporated  by
                           reference from exhibit 3.2 of Form S-3.

5                          Opinion of Messrs. Kaye, Scholer, Fierman,
                           Hays & Handler, LLP.

23.1                       Consent of Independent Public Accountants.

23.2                       Consent of Messrs.  Kaye, Scholer,  Fierman,
                           Hays & Handler,  LLP contained in
                           such firm's opinion filed as Exhibit 5 hereto.

24                         Power of Attorney.  Included on the signature
                           page at Page II-7.

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  Securities  Act of
                           1933,  unless  the  information  required  to be
                           included  in such  post-effective  amendment  is
                           contained  in a  periodic  report  filed with or
                           furnished   to  the   Securities   and  Exchange
                           Commission by the registrant pursuant to Section
                           13 or Section 15(d) of the  Securities  Exchange
                           Act  of  1934   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
                           Securities   and  Exchange   Commission  by  the
                           registrant  pursuant  to  Section  13 or Section
                           15(d) of the Securities Exchange Act of 1934 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%  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 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.

                  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 Sections 13(a) or
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 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  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 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 24th day of April, 1996.

                           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      April 24, 1996
- -------------------------     Officer and Director
Robert J. Strudler            (principal executive officer)

/s/  Isaac Heimbinder         President, Co-Chief Executive     April 24, 1996
- -------------------------     Officer, Chief Operating
Isaac Heimbinder              Officer and  Director

/s/  Chester P. Sadowski      Vice President,                   April 24, 1996
- -------------------------     Controller and Chief
Chester P. Sadowski           Accounting Officer
                              (principal accounting officer)

/s/  Thomas A. Napoli         Vice President,                   April 24, 1996
- -------------------------     Finance and Chief
Thomas A. Napoli              Financial Officer
                              (principal financial officer)

/s/  Glen Adams               Director                          April 24, 1996
- -------------------------
Glen Adams

/s/  Steven L. Gerard         Director                          April 24, 1996
- -------------------------
Steven L. Gerard

/s/  Kenneth J. Hanau, Jr.    Director                          April 24, 1996
- --------------------------
Kenneth J. Hanau, Jr.

/s/  Malcolm T. Hopkins       Director                          April 24, 1996
- --------------------------
Malcolm T. Hopkins

/s/  Jack L. McDonald         Director                          April 24, 1996
- --------------------------
Jack L. McDonald

/s/  Charles A. McKee         Director                          April 24, 1996
- --------------------------
Charles A. McKee
13

/s/  George A. Poole, Jr.     Director                          April 24, 1996
- --------------------------
George A. Poole, Jr.

/s/  Herve Ripault            Director                          April 24, 1996
- --------------------------
Herve Ripault

/s/  James W. Sight           Director                          April 24, 1996
- --------------------------
James W. Sight
14

                               EXHIBIT INDEX

Exhibit        Description                                         Page
- -------        -----------                                         ----

4.4            Certificate of Retirement of U.S. Home                15
               Corporation

5              Opinion of Kaye, Scholer, Fierman, Hays               16
               & Handler, LLP

23.1           Consent of Independent Public Accountants             17