<PAGE> 1
                                                 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                  (I.R.S. Employer
of incorporation or organization)             Identification No.)


       1800 West Loop South
         Houston, Texas                            77027   
________________________________________         __________
(Address of principal executive offices)         (Zip Code)


U.S. Home Corporation Corporate Officers and Presidents of Operations
                     Restricted Stock Plan
_____________________________________________________________________
                    (Full title of the plan) 


                     ROBERT J. STRUDLER
                     Chairman and
                     Chief Executive Officer
                     U.S. Home Corporation
                     1800 West Loop South
                     Houston, Texas 77027                     
            _______________________________________
            (Name and address of agent for service)


                       (713) 877-2311                        
_____________________________________________________________
(Telephone number, including area code, of agent for service)

Copy to:             STEPHEN C. KOVAL, Esq.
                     Kaye, Scholer, Fierman,
                     Hays & Handler
                     425 Park Avenue
                     New York, New York  10022
                     (212) 836-8000




<PAGE> 2
                         CALCULATION OF REGISTRATION FEE

                             Proposed        Proposed
Title of                     Maximum         Maximum
Securities      Amount       Offering        Aggregate       Amount of
to be           to be        Price           Offering        Registration
Registered      Registered   Per Share       Price           Fee         
__________      __________   _________       _________       ____________
Common Stock,   250,000      $17.00(1)     $ 4,250,000(1)    $ 1,466.00(1)
par value       shares
$.01 per 
share
____________________
(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  (the "Act"), upon  the basis of the high and low prices
        of the Common Stock reported on  the  New York Stock Exchange on
        April 24, 1995.










































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 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), as amended, for the fiscal year ended
December 31, 1994, as  filed  with the Commission on February 23, 1995.

         2.  The description  of  the common stock, par value $.01 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.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Second  Restated  Certificate  of  Incorporation  of the
Company, 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   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


<PAGE>  4
below.  Under 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 redemption's in
certain  circumstances  and expressly sets forth a negligence standard
with respect to such liability.

         Under 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 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"), 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 the 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.





<PAGE>  5

         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
Certification   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  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   attorneys' 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 of this paragraph, 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.



<PAGE>  6
         Under the first  amended consolidated plan of reorganization of
the Company (the "USH Plan"), 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 USH  Plan and Section 365 under chapter 11 of
title  11  of United States Code, upon the confirmation of the USH Plan.
Accordingly, such    indemnification   obligations   survived  and  were
unaffected  by  entry  of  the  confirmation  order  with respect to the
USH Plan, irrespective  of  whether  such indemnification is owed for an
act or event occurring before or after April 15, 1991.

         As  authorized  by  the  Certificate  of  Incorporation and the
order  of  the  United States Bankruptcy Court for the Southern District
of   New  York   confirming  the  USH  Plan, 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
indemnities 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.

         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                      U.S. Home Corporation Corporate Officers and
                         Presidents of Operations Restricted Stock Plan.
                         Incorporated by reference from Exhibit A to the
                         Company's definitive proxy  statement, as filed
                         with  the  Commission   with  Schedule  14A  on
                         March 13, 1995, for  the  Company's 1995 Annual
                         Meeting of Stockholders held on April 26, 1995.

4.2                      Second Restated Certificate of Incorporation of
                         the Company.  Incorporated  by  reference  from
                         Exhibit  3.1  of  the  Company's   Registration
                         Statement on Form S-3  under the Act filed with
                         the    Commission    on    September   17, 1993
                         (Registration No. 33-68966)("Form S-3").



<PAGE>  7

4.3                      Certificate  of  Amendment of Second Restated
                         Certificate of Incorporation of the  Company.
                         Incorporated by reference from Exhibit 3.1 of
                         the Company'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                      Amended and Restated By-Laws of the  Company.
                         Incorporated by reference from Exhibit 3.2 of
                         Form S-3.

5.1                      Opinion  of  Messrs.  Kaye, Scholer, Fierman,
                         Hays & Handler.

23.1                     Consent of Independent Public Accountants.

23.2                     Consent of Messrs. Kaye, Scholer, Fierman,
                         Hays & Handler.  Contained  in such firm's
                         opinion filed as Exhibit 5.1 hereto.

Item 9.  Undertakings.

     A.  The undersigned registrant hereby undertakes:

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

     B.  The undersigned registrant hereby undertakes that, for purposes
of  determining  any  liability  under  the Securities Act of 1933, each
filing  of  the  registrant's  annual  report pursuant to 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>  8

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

                         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
April 26, 1995.



                         U.S. HOME CORPORATION
    

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


         Pursuant to the requirements of the Securities Act of 1933,
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.










<PAGE>  9
     Signature                   Title                       Date
     _________                   _____                       ____
/s/  Robert J. Strudler      Chairman, Chief Executive        April 26, 1995
     Robert J. Strudler      Officer and Director
                             (principal executive officer)
 
/s/  Isaac Heimbinder        President, Chief Operating       April 26, 1995
     Isaac Heimbinder        Officer and Director

/s/  Chester P. Sadowski     Vice President,                  April 26, 1995
     Chester P. Sadowski     Controller and Chief
                             Accounting Officer
                             (principal accounting officer)

/s/  Thomas A. Napoli        Vice President,                  April 26, 1995
     Thomas A. Napoli        Finance and Chief
                             Financial Officer
                             (principal financial officer)

/s/  Glen Adams              Director                         April 26, 1995
     Glen Adams

/s/  Steven L. Gerard        Director                         April 26, 1995
     Steven L. Gerard

/s/  Kenneth J. Hanau, Jr.   Director                         April 26, 1995
     Kenneth J. Hanau, Jr.

/s/  Malcolm T. Hopkins      Director                         April 26, 1995
     Malcolm T. Hopkins

/s/  Jack L. McDonald        Director                         April 26, 1995
     Jack L. McDonald

/s/  Charles A. McKee        Director                         April 26, 1995
     Charles A. McKee

/s/  George A. Poole, Jr.    Director                         April 26, 1995
     George A. Poole, Jr.

/s/  Herve' Ripault          Director                         April 26, 1995
     Herve' Ripault

/s/  James W. Sight          Director                         April 26, 1995
     James W. Sight















<PAGE> 10

EXHIBIT INDEX
_____________

Exhibit                  Description                               Page
_______                  ___________                               ____

5.1                      Opinion of Messrs. Kaye, Scholer,
                         Fierman, Hays & Handler.

23.1                     Consent of Independent Public  
                         Accountants.
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1
                                                 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                  (I.R.S. Employer
of incorporation or organization)             Identification No.)

       1800 West Loop South
         Houston, Texas                            77027   
________________________________________         __________
(Address of principal executive offices)         (Zip Code)

U.S. Home Corporation Corporate Officers and Presidents of Operations
                     Restricted Stock Plan
_____________________________________________________________________
                    (Full title of the plan) 

                     ROBERT J. STRUDLER
                     Chairman and
                     Chief Executive Officer
                     U.S. Home Corporation
                     1800 West Loop South
                     Houston, Texas 77027                     
            _______________________________________
            (Name and address of agent for service)

                       (713) 877-2311                        
_____________________________________________________________
(Telephone number, including area code, of agent for service)

Copy to:             STEPHEN C. KOVAL, Esq.
                     Kaye, Scholer, Fierman,
                     Hays & Handler
                     425 Park Avenue
                     New York, New York  10022
                     (212) 836-8000
2
                         CALCULATION OF REGISTRATION FEE

                             Proposed        Proposed
Title of                     Maximum         Maximum
Securities      Amount       Offering        Aggregate       Amount of
to be           to be        Price           Offering        Registration
Registered      Registered   Per Share       Price           Fee         
__________      __________   _________       _________       ____________
Common Stock,   250,000      $17.00(1)     $ 4,250,000(1)    $ 1,466.00(1)
par value       shares
$.01 per 
share
____________________
(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  (the "Act"), upon  the basis of the high and low prices
        of the Common Stock reported on  the  New York Stock Exchange on
        April 24, 1995.

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 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), as amended, for the fiscal year ended
December 31, 1994, as  filed  with the Commission on February 23, 1995.

         2.  The description  of  the common stock, par value $.01 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.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Second  Restated  Certificate  of  Incorporation  of the
Company, 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   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
4
below.  Under 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 redemption's in
certain  circumstances  and expressly sets forth a negligence standard
with respect to such liability.

         Under 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 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"), 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 the 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.
5

         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
Certification   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  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   attorneys' 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 of this paragraph, 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.
6
         Under the first  amended consolidated plan of reorganization of
the Company (the "USH Plan"), 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 USH  Plan and Section 365 under chapter 11 of
title  11  of United States Code, upon the confirmation of the USH Plan.
Accordingly, such    indemnification   obligations   survived  and  were
unaffected  by  entry  of  the  confirmation  order  with respect to the
USH Plan, irrespective  of  whether  such indemnification is owed for an
act or event occurring before or after April 15, 1991.

         As  authorized  by  the  Certificate  of  Incorporation and the
order  of  the  United States Bankruptcy Court for the Southern District
of   New  York   confirming  the  USH  Plan, 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
indemnities 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.

         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                      U.S. Home Corporation Corporate Officers and
                         Presidents of Operations Restricted Stock Plan.
                         Incorporated by reference from Exhibit A to the
                         Company's definitive proxy  statement, as filed
                         with  the  Commission   with  Schedule  14A  on
                         March 13, 1995, for  the  Company's 1995 Annual
                         Meeting of Stockholders held on April 26, 1995.

4.2                      Second Restated Certificate of Incorporation of
                         the Company.  Incorporated  by  reference  from
                         Exhibit  3.1  of  the  Company's   Registration
                         Statement on Form S-3  under the Act filed with
                         the    Commission    on    September   17, 1993
                         (Registration No. 33-68966)("Form S-3").
7

4.3                      Certificate  of  Amendment of Second Restated
                         Certificate of Incorporation of the  Company.
                         Incorporated by reference from Exhibit 3.1 of
                         the Company'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                      Amended and Restated By-Laws of the  Company.
                         Incorporated by reference from Exhibit 3.2 of
                         Form S-3.

5.1                      Opinion  of  Messrs.  Kaye, Scholer, Fierman,
                         Hays & Handler.

23.1                     Consent of Independent Public Accountants.

23.2                     Consent of Messrs. Kaye, Scholer, Fierman,
                         Hays & Handler.  Contained  in such firm's
                         opinion filed as Exhibit 5.1 hereto.

Item 9.  Undertakings.

     A.  The undersigned registrant hereby undertakes:

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

     B.  The undersigned registrant hereby undertakes that, for purposes
of  determining  any  liability  under  the Securities Act of 1933, each
filing  of  the  registrant's  annual  report pursuant to 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.
8

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

                         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
April 26, 1995.

                         U.S. HOME CORPORATION
    

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

         Pursuant to the requirements of the Securities Act of 1933,
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.
9
     Signature                   Title                       Date
     _________                   _____                       ____
/s/  Robert J. Strudler      Chairman, Chief Executive        April 26, 1995
     Robert J. Strudler      Officer and Director
                             (principal executive officer)
 
/s/  Isaac Heimbinder        President, Chief Operating       April 26, 1995
     Isaac Heimbinder        Officer and Director

/s/  Chester P. Sadowski     Vice President,                  April 26, 1995
     Chester P. Sadowski     Controller and Chief
                             Accounting Officer
                             (principal accounting officer)

/s/  Thomas A. Napoli        Vice President,                  April 26, 1995
     Thomas A. Napoli        Finance and Chief
                             Financial Officer
                             (principal financial officer)

/s/  Glen Adams              Director                         April 26, 1995
     Glen Adams

/s/  Steven L. Gerard        Director                         April 26, 1995
     Steven L. Gerard

/s/  Kenneth J. Hanau, Jr.   Director                         April 26, 1995
     Kenneth J. Hanau, Jr.

/s/  Malcolm T. Hopkins      Director                         April 26, 1995
     Malcolm T. Hopkins

/s/  Jack L. McDonald        Director                         April 26, 1995
     Jack L. McDonald

/s/  Charles A. McKee        Director                         April 26, 1995
     Charles A. McKee

/s/  George A. Poole, Jr.    Director                         April 26, 1995
     George A. Poole, Jr.

/s/  Herve' Ripault          Director                         April 26, 1995
     Herve' Ripault

/s/  James W. Sight          Director                         April 26, 1995
     James W. Sight
10

EXHIBIT INDEX
_____________

Exhibit                  Description                               Page
_______                  ___________                               ____

5.1                      Opinion of Messrs. Kaye, Scholer,
                         Fierman, Hays & Handler.

23.1                     Consent of Independent Public  
                         Accountants.