<PAGE> 1

                                                         

   As filed with the Securities and Exchange Commission on April 21,1999

                         Registration No. 333-_____

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           U.S. HOME CORPORATION
           (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                      21-0718930
(State or Other Jurisdiction of                      (I.R.S.  Employer
Incorporation or Organization)                       Identification No.)

                     10707 Clay Road, Houston, TX 77041
                               (713) 877-2311
       (Address, Including Zip Code, and Telephone Number, Including
          Area Code, of Registrant's Principal Executive Offices)

                           U.S. HOME CORPORATION
                  1998 KEY EMPLOYEES RESTRICTED STOCK PLAN
                          (Full Title of the Plan)

                             ROBERT J. STRUDLER
                  Chairman and Co-Chief Executive Officer
                           U.S. Home Corporation
                              10707 Clay Road
                             Houston, TX 77041
                               (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
<TABLE>
<CAPTION>

                      CALCULATION OF REGISTRATION FEE

=============================================================================
Title of                     Proposed        Proposed            Amount
securities      Amount       maximum         maximum             of
to be           to be        offering price  aggregate           registration
registered      registered   per share(2)    offering price(2)   fee
=============================================================================
<S>             <C>           <C>          <C>                 <C>      
Common Stock,   120,000(1)    $30.78       $3,693,600          $1,027
$.01 par        
value per
share(1)
=============================================================================
Totals          120,000       $30.78       $3,693,600          $1,027
=============================================================================
</TABLE>


(1)      Shares reserved for issuance pursuant to the U.S. Home Corporation
         1998 Key Employees Restricted Stock Plan.

(2)      The aggregate  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 14, 1999.





<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")  by U.S. Home
Corporation (the "Company"), are incorporated herein by reference:

     1. Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 1998.

     2. The  description of the common stock,  $.01 par value per share, of
the Company (the "Common Stock") as contained  under the headings  "Capital
Stock and Class B Warrants - Common  Stock" on page 51 and  "Capital  Stock
and Class B Warrants - Certificate of  Incorporation" on pages 54-55 of the
prospectus,  dated October 27, 1993,  filed with the  Commission on October
28, 1993 pursuant to Rule 424(b)  promulgated  under the  Securities Act of
1933, as amended (the "Act") (Registration No. 33-68966).
 
                  All documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of
1934,  as  amended  (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 to be  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   for   the
indemnification of the  directors,  officers,  employees  and agents of the
Company and its subsidiaries to the fullest extent permitted by  applicable
law as it presently exists, or as may hereafter be amended. The Certificate
of Incorporation provides, among other things, that any 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,

<PAGE> 4

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 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  expenses,  liability  or  loss  (including
attorneys'  fees),   reasonably  incurred  by  such  person  in  connection
therewith.  Certain other  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. Generally, under the Delaware General Corporation Law (the
"DGCL"), absent these provisions,  directors could be held liable for gross
negligence  in the  performance  of their  duty of care but not for  simple
negligence. Under the Certificate of Incorporation, the Company's directors
remain  liable (i) for breaches of their duty of loyalty to the Company and
its  stockholders,  (ii) for acts or  omissions  not in good faith or which
involve intentional  misconduct or a knowing violation of law and (iii) for
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 DGCL, 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 DGCL, directors,  officers, employees and other
individuals  may be  indemnified  against  expenses  (including  attorneys'
fees),  judgments,  fines  and  amounts  paid  in  settlement  actually  or
reasonably  incurred  in  connection  with  specified  actions,   suits  or
proceedings,  whether  civil,  criminal,  administrative  or  investigative
(other  than  an  action  by  or in  the  right  of  the  corporation  -- a
"derivative action") if such person seeking  indemnification  acted in good
faith and in a manner  reasonably  believed  to be in or not opposed to the
best  interests of the Company and, with respect to any criminal  action or
proceeding,  had no  reasonable  cause to believe  his or her  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) actually and reasonably incurred in connection
with  defense  or  settlement  of such an  action.  Additionally,  the DGCL
requires court approval before there can be any indemnification of expenses
where the  person  seeking  indemnification  has been  found  liable to the
Company.


<PAGE> 5

                   Under the Certificate of Incorporation, the Company will
pay the expenses  (including  attorneys'  fees)  incurred in defending  any
proceeding in advance of its final  disposition.  However,  such 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  rights 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.

                  Additionally,  under the Certificate of Incorporation, if
a claim for  indemnification  or  payment of  expenses  is not paid in full
within 60 days after a written claim 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.

                  Furthermore,   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 the levels in effect
as of the date of the expiration of the term, death, removal, retirement or
resignation  of each director,  officer,  employee or agent 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.


<PAGE> 6

                  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.

                  The Company has  indemnification  agreements 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.

                  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:

Exhibit
No.                        Description
--------                   -----------

  4.1        U.S. Home Corporation 1998 Key Employees Restricted Stock
             Plan.

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

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

  4.4        Amended and Restated By-Laws  of  U.S.  Home  Corporation
             dated as of  October 15, 1998. Incorporated  by reference
             from  exhibit 3.1  to U.S.  Home Corporation's  Quarterly
             Report on Form 10-Q for the period ended September 30, 1998.

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


<PAGE> 7

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

  4.7        Certificate of Retirement of U.S. Home  Corporation filed
             with the State of Delaware on June 16, 1997. Incorporated
             by reference from exhibit 3.1 to U.S. Home Corporation's
             Quarterly  Report on Form 10-Q for the quarterly  period
             ended September 30, 1997.

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

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

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

  23.1       Consent of Arthur Andersen LLP.

  23.2       Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP
             (included in Exhibit 5.1 hereto).

  24.1       Power of Attorney (included on the signature page of this
             Registration Statement).

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 Commission by the  registrant  pursuant
     to Section 13 or Section  15(d) of the Exchange  Act and  incorporated
     herein by reference;


<PAGE> 8

          (ii) To reflect  in the  prospectus  any facts or events  arising
     after the effective  date of the  registration  statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth
     in the registration  statement  unless the information  required to be
     included in such  post-effective  amendment is contained in a periodic
     report  filed with or furnished to the  Commission  by the  registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act and
     incorporated herein by reference.  Notwithstanding the foregoing,  any
     increase  or decrease  in volume of  securities  offered (if the total
     dollar  value of  securities  offered  would not exceed that which was
     registered)  and  any  deviation  from  the  low  or  high  end of the
     estimated  maximum  offering  range  may be  reflected  in the form of
     prospectus  filed with the  Commission  pursuant to Rule 424(b) 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.


     4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the  registrant's  annual  report  pursuant  to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where  applicable,  each   filing  of an  employee  benefit  plan's  annual
report pursuant to Section 15(d) of the  Securities  Exchange Act of  1934)
that is incorporated by reference in 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> 9

     5. 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> 10

                                 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 21st day of April, 1999.


                           U.S. HOME CORPORATION

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

                  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                                           Date
---------                                           ----


/s/ Robert J. Strudler                        April 21, 1999
----------------------------
Robert J. Strudler
Chairman, Co-Chief Executive
Officer and Director (principal
executive officer)


/s/ Isaac Heimbinder                          April 21, 1999
----------------------------
Isaac Heimbinder
President, Co-Chief Executive
Officer, Chief Operating
Officer and Director


/s/ Chester P. Sadowski                       April 21, 1999
----------------------------
Chester P. Sadowski
Senior Vice President Controller
and Chief Accounting Officer
(principal accounting officer)
<PAGE> 11


/s/ Thomas A. Napoli                          April 21, 1999
-----------------------------
Thomas A. Napoli
Vice President-Corporate
Finance and Treasurer
(principal financial officer)


/s/ Glen Adams                                April 21, 1999
-----------------------------
Glen Adams
Director


/s/ Steven L. Gerard                          April 21, 1999
-----------------------------
Steven L. Gerard
Director


/s/ Kenneth J. Hanau, Jr.                     April 21, 1999
-----------------------------
Kenneth J. Hanau, Jr.
Director


/s/ Malcolm T. Hopkins                        April 21, 1999
-----------------------------
Malcolm T. Hopkins
Director


/s/ Charles A. McKee                          April 21, 1999
-----------------------------
Charles A. McKee
Director


/s/ George A. Poole, Jr.                      April 21, 1999
-----------------------------
George A. Poole, Jr.
Director


/s/ Herve Ripault                             April 21, 1999
-----------------------------
Herve Ripault
Director


/s/ James W. Sight                            April 21, 1999
-----------------------------
James W. Sight
Director
<PAGE> 12


                               EXHIBIT INDEX

  Exhibit No.                          Description
  -----------                          -----------

     4.1     U.S. Home Corporation 1998 Key  Employees  Restricted Stock
             Plan.

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

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

     4.4     Amended and Restated By-Laws of U.S. Home Corporation dated
             as of  October 15, 1998.  Incorporated  by  reference  from
             exhibit 3.1 to U.S.  Home Corporation's Quarterly Report on
             Form 10-Q for the period ended September 30, 1998.

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

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

     4.7     Certificate  of  Retirement  of U.S. Home Corporation filed
             with the State of Delaware on  June 16, 1997.  Incorporated
             by reference from  exhibit 3.1 to U.S.  Home  Corporation's
             Quarterly  Report  on  Form  10-Q for  the quarterly period
             ended September 30, 1997.

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


<PAGE> 13

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

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

     23.1    Consent of Arthur Andersen LLP.

     23.2    Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP 
             (included in Exhibit 5.1 hereto).

     24.1    Power of Attorney (included on the signature page of this
             Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "1998 KEY EMPLOYEES RESTRICTED STOCK PLAN", "secsgml_size_bytes": 27506}]
{"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": "333-76769", "film-number": "99598554"}, "business-address": {"street1": "10707 CLAY ROAD", "city": "HOUSTON", "state": "TX", "zip": "77041", "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 21,1999

                         Registration No. 333-_____

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           U.S. HOME CORPORATION
           (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                      21-0718930
(State or Other Jurisdiction of                      (I.R.S.  Employer
Incorporation or Organization)                       Identification No.)

                     10707 Clay Road, Houston, TX 77041
                               (713) 877-2311
       (Address, Including Zip Code, and Telephone Number, Including
          Area Code, of Registrant's Principal Executive Offices)

                           U.S. HOME CORPORATION
                  1998 KEY EMPLOYEES RESTRICTED STOCK PLAN
                          (Full Title of the Plan)

                             ROBERT J. STRUDLER
                  Chairman and Co-Chief Executive Officer
                           U.S. Home Corporation
                              10707 Clay Road
                             Houston, TX 77041
                               (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                     Proposed        Proposed            Amount
securities      Amount       maximum         maximum             of
to be           to be        offering price  aggregate           registration
registered      registered   per share(2)    offering price(2)   fee
=============================================================================
Common Stock,   120,000(1)    $30.78       $3,693,600          $1,027
$.01 par        
value per
share(1)
=============================================================================
Totals          120,000       $30.78       $3,693,600          $1,027
=============================================================================
(1)      Shares reserved for issuance pursuant to the U.S. Home Corporation
         1998 Key Employees Restricted Stock Plan.

(2)      The aggregate  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 14, 1999.
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")  by U.S. Home
Corporation (the "Company"), are incorporated herein by reference:

     1. Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 1998.

     2. The  description of the common stock,  $.01 par value per share, of
the Company (the "Common Stock") as contained  under the headings  "Capital
Stock and Class B Warrants - Common  Stock" on page 51 and  "Capital  Stock
and Class B Warrants - Certificate of  Incorporation" on pages 54-55 of the
prospectus,  dated October 27, 1993,  filed with the  Commission on October
28, 1993 pursuant to Rule 424(b)  promulgated  under the  Securities Act of
1933, as amended (the "Act") (Registration No. 33-68966).
 
                  All documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of
1934,  as  amended  (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 to be  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   for   the
indemnification of the  directors,  officers,  employees  and agents of the
Company and its subsidiaries to the fullest extent permitted by  applicable
law as it presently exists, or as may hereafter be amended. The Certificate
of Incorporation provides, among other things, that any 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,
4

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 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  expenses,  liability  or  loss  (including
attorneys'  fees),   reasonably  incurred  by  such  person  in  connection
therewith.  Certain other  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. Generally, under the Delaware General Corporation Law (the
"DGCL"), absent these provisions,  directors could be held liable for gross
negligence  in the  performance  of their  duty of care but not for  simple
negligence. Under the Certificate of Incorporation, the Company's directors
remain  liable (i) for breaches of their duty of loyalty to the Company and
its  stockholders,  (ii) for acts or  omissions  not in good faith or which
involve intentional  misconduct or a knowing violation of law and (iii) for
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 DGCL, 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 DGCL, directors,  officers, employees and other
individuals  may be  indemnified  against  expenses  (including  attorneys'
fees),  judgments,  fines  and  amounts  paid  in  settlement  actually  or
reasonably  incurred  in  connection  with  specified  actions,   suits  or
proceedings,  whether  civil,  criminal,  administrative  or  investigative
(other  than  an  action  by  or in  the  right  of  the  corporation  -- a
"derivative action") if such person seeking  indemnification  acted in good
faith and in a manner  reasonably  believed  to be in or not opposed to the
best  interests of the Company and, with respect to any criminal  action or
proceeding,  had no  reasonable  cause to believe  his or her  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) actually and reasonably incurred in connection
with  defense  or  settlement  of such an  action.  Additionally,  the DGCL
requires court approval before there can be any indemnification of expenses
where the  person  seeking  indemnification  has been  found  liable to the
Company.
5

                   Under the Certificate of Incorporation, the Company will
pay the expenses  (including  attorneys'  fees)  incurred in defending  any
proceeding in advance of its final  disposition.  However,  such 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  rights 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.

                  Additionally,  under the Certificate of Incorporation, if
a claim for  indemnification  or  payment of  expenses  is not paid in full
within 60 days after a written claim 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.

                  Furthermore,   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 the levels in effect
as of the date of the expiration of the term, death, removal, retirement or
resignation  of each director,  officer,  employee or agent 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.
6

                  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.

                  The Company has  indemnification  agreements 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.

                  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:

Exhibit
No.                        Description
--------                   -----------

  4.1        U.S. Home Corporation 1998 Key Employees Restricted Stock
             Plan.

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

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

  4.4        Amended and Restated By-Laws  of  U.S.  Home  Corporation
             dated as of  October 15, 1998. Incorporated  by reference
             from  exhibit 3.1  to U.S.  Home Corporation's  Quarterly
             Report on Form 10-Q for the period ended September 30, 1998.

  4.5        Certificate of Retirement of U.S. Home Corporation  filed
             with  the  State  of  Delaware  on  September  14,  1995.
             Incorporated  by reference  from exhibit 3.1 to U.S. Home
             Corporation's  Quarterly  Report  on  Form  10-Q  for the
             quarterly period ended September 30, 1996 (the "September
             1996 Form 10-Q").
7

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

  4.7        Certificate of Retirement of U.S. Home  Corporation filed
             with the State of Delaware on June 16, 1997. Incorporated
             by reference from exhibit 3.1 to U.S. Home Corporation's
             Quarterly  Report on Form 10-Q for the quarterly  period
             ended September 30, 1997.

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

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

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

  23.1       Consent of Arthur Andersen LLP.

  23.2       Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP
             (included in Exhibit 5.1 hereto).

  24.1       Power of Attorney (included on the signature page of this
             Registration Statement).

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 Commission by the  registrant  pursuant
     to Section 13 or Section  15(d) of the Exchange  Act and  incorporated
     herein by reference;
8

          (ii) To reflect  in the  prospectus  any facts or events  arising
     after the effective  date of the  registration  statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth
     in the registration  statement  unless the information  required to be
     included in such  post-effective  amendment is contained in a periodic
     report  filed with or furnished to the  Commission  by the  registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act and
     incorporated herein by reference.  Notwithstanding the foregoing,  any
     increase  or decrease  in volume of  securities  offered (if the total
     dollar  value of  securities  offered  would not exceed that which was
     registered)  and  any  deviation  from  the  low  or  high  end of the
     estimated  maximum  offering  range  may be  reflected  in the form of
     prospectus  filed with the  Commission  pursuant to Rule 424(b) 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.

     4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the  registrant's  annual  report  pursuant  to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where  applicable,  each   filing  of an  employee  benefit  plan's  annual
report pursuant to Section 15(d) of the  Securities  Exchange Act of  1934)
that is incorporated by reference in 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.
9

     5. 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.
10

                                 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 21st day of April, 1999.

                           U.S. HOME CORPORATION

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

                  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                                           Date
---------                                           ----

/s/ Robert J. Strudler                        April 21, 1999
----------------------------
Robert J. Strudler
Chairman, Co-Chief Executive
Officer and Director (principal
executive officer)

/s/ Isaac Heimbinder                          April 21, 1999
----------------------------
Isaac Heimbinder
President, Co-Chief Executive
Officer, Chief Operating
Officer and Director

/s/ Chester P. Sadowski                       April 21, 1999
----------------------------
Chester P. Sadowski
Senior Vice President Controller
and Chief Accounting Officer
(principal accounting officer)
11

/s/ Thomas A. Napoli                          April 21, 1999
-----------------------------
Thomas A. Napoli
Vice President-Corporate
Finance and Treasurer
(principal financial officer)

/s/ Glen Adams                                April 21, 1999
-----------------------------
Glen Adams
Director

/s/ Steven L. Gerard                          April 21, 1999
-----------------------------
Steven L. Gerard
Director

/s/ Kenneth J. Hanau, Jr.                     April 21, 1999
-----------------------------
Kenneth J. Hanau, Jr.
Director

/s/ Malcolm T. Hopkins                        April 21, 1999
-----------------------------
Malcolm T. Hopkins
Director

/s/ Charles A. McKee                          April 21, 1999
-----------------------------
Charles A. McKee
Director

/s/ George A. Poole, Jr.                      April 21, 1999
-----------------------------
George A. Poole, Jr.
Director

/s/ Herve Ripault                             April 21, 1999
-----------------------------
Herve Ripault
Director

/s/ James W. Sight                            April 21, 1999
-----------------------------
James W. Sight
Director
12

                               EXHIBIT INDEX

  Exhibit No.                          Description
  -----------                          -----------

     4.1     U.S. Home Corporation 1998 Key  Employees  Restricted Stock
             Plan.

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

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

     4.4     Amended and Restated By-Laws of U.S. Home Corporation dated
             as of  October 15, 1998.  Incorporated  by  reference  from
             exhibit 3.1 to U.S.  Home Corporation's Quarterly Report on
             Form 10-Q for the period ended September 30, 1998.

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

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

     4.7     Certificate  of  Retirement  of U.S. Home Corporation filed
             with the State of Delaware on  June 16, 1997.  Incorporated
             by reference from  exhibit 3.1 to U.S.  Home  Corporation's
             Quarterly  Report  on  Form  10-Q for  the quarterly period
             ended September 30, 1997.

     4.8     Certificate of Designation, Preferences and Rights of Series
             A Junior  Non-Cumulative   Preferred Stock.  Incorporated by
             reference from exhibit 3.2 of U.S. Home Corporation's Annual
             Report on Form 10-K for the fiscal year ended December 31, 1996
             filed with the Commission on February 21, 1997.
13

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

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

     23.1    Consent of Arthur Andersen LLP.

     23.2    Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP 
             (included in Exhibit 5.1 hereto).

     24.1    Power of Attorney (included on the signature page of this
             Registration Statement).