<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 Non-Employee Directors'
                            Stock Option Plan
          U.S. Home Corporation Employee Stock Payment Plan
  Stock Bonus Plan Pursuant To The 1993-94 Presidents Of Operations
       and Division Presidents Incentive Compensation Programs
  _________________________________________________________________
                      (Full titles of the plans) 
                          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
<TABLE>
<CAPTION>
                    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 
__________      __________                  _________         _________       ____________
<S>               <C>                       <C>               <C>             <C>
Common Stock,     380,000                   $20.125(1)        $7,647,500(1)   $2,637.09(1)
par value         shares
$.01 per share
</TABLE>
(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 5, 1994.



<PAGE>
<PAGE> 2
                          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, as  amended (the  "Exchange Act"), for
the fiscal year ended December  31, 1993,  as  filed  with the
Commission  on February 25, 1994.

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
(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
<PAGE>
<PAGE> 3
time.  Certain provisions of the  Certificate  of  Incorporation 
protect  the  Company's  directors against personal liability for
monetary  damages resulting from breaches of their fiduciary duty
of  care,  except  as  set forth below.  The Company's directors 
remain  liable  for  breaches  of  their  duty of loyalty to the 
Company and  its  stockholders, as well as for acts or omissions 
not  in  good  faith or which involve intentional misconduct or a
knowing  violation of law and transactions from which a director 
derives   improper   personal   benefit.  The   Certificate   of
Incorporation  also does not absolve directors of liability under
Section 174 of the Delaware General Corporation Law, which  makes
directors  personally  liable for  unlawful dividends or unlawful
stock  repurchases  or  redemptions  in certain circumstances and
expressly  sets  forth a negligence standard with respect to such
liability.

Under  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
<PAGE>
<PAGE> 4
by  the  director  or  officer  to repay all amounts advanced  if
it should be ultimately determined that the director or   officer
is  not  entitled  to  be  indemnified  under  the Certificate of
Incorporation or otherwise.  The foregoing right of indemnification
will  not be deemed exclusive of any other right to  which  those
indemnified may  be entitled against the Company, and the Company
may provide additional rights to such persons.

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

The  rights  conferred  on  any  person under the Certificate of 
Incorporation will not be exclusive of any other rights which such
person  may  have  or acquire under any statute, provision of the
Certification of Incorporation, the 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.
<PAGE>
<PAGE> 5
Any repeal or modification of the provisions described above will
not adversely affect any right or protection under the Certificate
of  Incorporation of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.

Under  the  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 indemnitees thereunder to the extent described above
and (ii)  advancement  of  attorneys' fees  and  other  expenses.
Accordingly, the Company will in certain circumstances be obligated
to indemnify its  former directors and its directors and officers
from and after June 21, 1993, including as to matters arising out
of service as directors or officers of certain  entities other than
the Company or any of its affiliates prior to June 21, 1993.

Item 7.   Exemption from Registration Claimed.

Not applicable.
<PAGE>
<PAGE> 6
Item 8.   Exhibits.

The following are filed as exhibits to this registration statement:

Exhibits                        Description
________                        ___________

4.1                   U.S. Home Corporation Non-Employee Directors' 
                      Stock Option Plan.

4.2                   U.S. Home Corporation Employee Stock Payment 
                      Plan.

4.3                   Stock Bonus Plan Pursuant to the  1993-94
                      Presidents  of  Operations  and  Division
                      Presidents Incentive Compensation Programs.

4.4                   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").

4.5                   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 the initial bona fide offering thereof.

3.  To  remove  from  registration  by means of a post-effective 
amendment  any  of the  securities being registered which remain 
unsold at the termination of the offering.
<PAGE>
<PAGE> 7
B.  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to 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.

C.  Insofar as indemnification  for  liabilities  arising under the
Securities Act of 1933 may be permitted  to directors, officers and
controlling  persons  of the registrant  pursuant  to the foregoing
provisions, or  otherwise, the  registrant has been advised that in
the  opinion  of  the  Securities  and  Exchange  Commission  such
indemnification  is against public policy  as  expressed in the Act
and  is, therefore, unenforceable.  In  the  event that a claim for
indemnification  against  such liabilities  (other than the payment
by  the  registrant  of  expenses  incurred or paid by a director, 
officer or controlling person of the  registrant in the successful 
defense  of  any  action, suit  or  proceeding) is asserted by such
director, officer or controlling  person  in  connection  with  the
securities  being  registered, the registrant  will, unless  in the
opinion  of  its counsel the matter has been settled by controlling
precedent, submit  to  a  court  of  appropriate  jurisdiction the 
question whether such indemnification by it is against public policy
as expressed in the 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 6, 1994.



                              U.S. HOME CORPORATION
    

                              By:/s/Chester P. Sadowski
                              __________________________
                              Chester P. Sadowski
                              Vice President, Controller, and
                              Chief Accounting Officer
<PAGE>
<PAGE> 8
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  or  Chester P. Sadowski, as 
attorney-in-fact, to sign and file on his behalf, individually and
in each capacity stated below, any pre-effective or post-effective
amendment hereto.

         Signature                   Title                 Date
         _________                   _____                 ____

/s/ Robert J. Strudler     Chairman, Chief Executive    April 6, 1994
Robert J. Strudler         Officer and Director
                           (principal executive officer)
 
/s/ Isaac Heimbinder       President, Chief Operating   April 6, 1994
Isaac Heimbinder           Officer and Director

/s/ Chester P. Sadowski    Vice President,              April 6, 1994
Chester P. Sadowski        Controller and Chief
                           Accounting Officer
                           (principal accounting officer)

/s/ Thomas A. Napoli       Vice President,              April 6, 1994
Thomas A. Napoli           Finance and Chief
                           Financial Officer
                           (principal financial officer)

/s/ Glen Adams             Director                     April 6, 1994
Glen Adams

/s/ Steven L. Gerard       Director                     April 6, 1994
Steven L. Gerard

/s/Kenneth J. Hanau, Jr.   Director                     April 6, 1994
Kenneth J. Hanau, Jr.

/s/Malcolm T. Hopkins      Director                     April 6, 1994
Malcolm T. Hopkins

/s/Jack L. McDonald        Director                     April 6, 1994
Jack L. McDonald

/s/Charles A. McKee        Director                     April 6, 1994
Charles A. McKee

/s/George A. Poole, Jr.    Director                     April 6, 1994
George A. Poole, Jr.

/s/Herve' Ripault          Director                     April 6, 1994
Herve' Ripault

/s/James W. Sight          Director                     April 6, 1994
James W. Sight
<PAGE>
<PAGE> 9


                         EXHIBIT INDEX
                         _____________

Exhibit                   Description                        Page
_______                   ___________                        ____

4.1                U.S. Home Corporation Non-                  10
                   Employee Directors' Stock Option Plan.

4.2                U.S. Home Corporation Employee              27
                   Stock Payment Plan.

4.3                Stock Bonus Plan Pursuant to the 1993-94    34
                   Presidents of Operations and Division
                   Presidents Incentive Compensation Programs. 

5.1                Opinion of Messrs. Kaye, Scholer,           37
                   Fierman, Hays & Handler.

23.1               Consent of Independent Public               38
                   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 Non-Employee Directors'
                            Stock Option Plan
          U.S. Home Corporation Employee Stock Payment Plan
  Stock Bonus Plan Pursuant To The 1993-94 Presidents Of Operations
       and Division Presidents Incentive Compensation Programs
  _________________________________________________________________
                      (Full titles of the plans) 
                          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
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,     380,000                   $20.125(1)        $7,647,500(1)   $2,637.09(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 5, 1994.
2
                          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, as  amended (the  "Exchange Act"), for
the fiscal year ended December  31, 1993,  as  filed  with the
Commission  on February 25, 1994.

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
(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
3
time.  Certain provisions of the  Certificate  of  Incorporation 
protect  the  Company's  directors against personal liability for
monetary  damages resulting from breaches of their fiduciary duty
of  care,  except  as  set forth below.  The Company's directors 
remain  liable  for  breaches  of  their  duty of loyalty to the 
Company and  its  stockholders, as well as for acts or omissions 
not  in  good  faith or which involve intentional misconduct or a
knowing  violation of law and transactions from which a director 
derives   improper   personal   benefit.  The   Certificate   of
Incorporation  also does not absolve directors of liability under
Section 174 of the Delaware General Corporation Law, which  makes
directors  personally  liable for  unlawful dividends or unlawful
stock  repurchases  or  redemptions  in certain circumstances and
expressly  sets  forth a negligence standard with respect to such
liability.

Under  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
4
by  the  director  or  officer  to repay all amounts advanced  if
it should be ultimately determined that the director or   officer
is  not  entitled  to  be  indemnified  under  the Certificate of
Incorporation or otherwise.  The foregoing right of indemnification
will  not be deemed exclusive of any other right to  which  those
indemnified may  be entitled against the Company, and the Company
may provide additional rights to such persons.

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

The  rights  conferred  on  any  person under the Certificate of 
Incorporation will not be exclusive of any other rights which such
person  may  have  or acquire under any statute, provision of the
Certification of Incorporation, the 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.
5
Any repeal or modification of the provisions described above will
not adversely affect any right or protection under the Certificate
of  Incorporation of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.

Under  the  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 indemnitees thereunder to the extent described above
and (ii)  advancement  of  attorneys' fees  and  other  expenses.
Accordingly, the Company will in certain circumstances be obligated
to indemnify its  former directors and its directors and officers
from and after June 21, 1993, including as to matters arising out
of service as directors or officers of certain  entities other than
the Company or any of its affiliates prior to June 21, 1993.

Item 7.   Exemption from Registration Claimed.

Not applicable.
6
Item 8.   Exhibits.

The following are filed as exhibits to this registration statement:

Exhibits                        Description
________                        ___________

4.1                   U.S. Home Corporation Non-Employee Directors' 
                      Stock Option Plan.

4.2                   U.S. Home Corporation Employee Stock Payment 
                      Plan.

4.3                   Stock Bonus Plan Pursuant to the  1993-94
                      Presidents  of  Operations  and  Division
                      Presidents Incentive Compensation Programs.

4.4                   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").

4.5                   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 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.
7
B.  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to 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.

C.  Insofar as indemnification  for  liabilities  arising under the
Securities Act of 1933 may be permitted  to directors, officers and
controlling  persons  of the registrant  pursuant  to the foregoing
provisions, or  otherwise, the  registrant has been advised that in
the  opinion  of  the  Securities  and  Exchange  Commission  such
indemnification  is against public policy  as  expressed in the Act
and  is, therefore, unenforceable.  In  the  event that a claim for
indemnification  against  such liabilities  (other than the payment
by  the  registrant  of  expenses  incurred or paid by a director, 
officer or controlling person of the  registrant in the successful 
defense  of  any  action, suit  or  proceeding) is asserted by such
director, officer or controlling  person  in  connection  with  the
securities  being  registered, the registrant  will, unless  in the
opinion  of  its counsel the matter has been settled by controlling
precedent, submit  to  a  court  of  appropriate  jurisdiction the 
question whether such indemnification by it is against public policy
as expressed in the 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 6, 1994.

                              U.S. HOME CORPORATION
    

                              By:/s/Chester P. Sadowski
                              __________________________
                              Chester P. Sadowski
                              Vice President, Controller, and
                              Chief Accounting Officer
8
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  or  Chester P. Sadowski, as 
attorney-in-fact, to sign and file on his behalf, individually and
in each capacity stated below, any pre-effective or post-effective
amendment hereto.

         Signature                   Title                 Date
         _________                   _____                 ____

/s/ Robert J. Strudler     Chairman, Chief Executive    April 6, 1994
Robert J. Strudler         Officer and Director
                           (principal executive officer)
 
/s/ Isaac Heimbinder       President, Chief Operating   April 6, 1994
Isaac Heimbinder           Officer and Director

/s/ Chester P. Sadowski    Vice President,              April 6, 1994
Chester P. Sadowski        Controller and Chief
                           Accounting Officer
                           (principal accounting officer)

/s/ Thomas A. Napoli       Vice President,              April 6, 1994
Thomas A. Napoli           Finance and Chief
                           Financial Officer
                           (principal financial officer)

/s/ Glen Adams             Director                     April 6, 1994
Glen Adams

/s/ Steven L. Gerard       Director                     April 6, 1994
Steven L. Gerard

/s/Kenneth J. Hanau, Jr.   Director                     April 6, 1994
Kenneth J. Hanau, Jr.

/s/Malcolm T. Hopkins      Director                     April 6, 1994
Malcolm T. Hopkins

/s/Jack L. McDonald        Director                     April 6, 1994
Jack L. McDonald

/s/Charles A. McKee        Director                     April 6, 1994
Charles A. McKee

/s/George A. Poole, Jr.    Director                     April 6, 1994
George A. Poole, Jr.

/s/Herve' Ripault          Director                     April 6, 1994
Herve' Ripault

/s/James W. Sight          Director                     April 6, 1994
James W. Sight
9

                         EXHIBIT INDEX
                         _____________

Exhibit                   Description                        Page
_______                   ___________                        ____

4.1                U.S. Home Corporation Non-                  10
                   Employee Directors' Stock Option Plan.

4.2                U.S. Home Corporation Employee              27
                   Stock Payment Plan.

4.3                Stock Bonus Plan Pursuant to the 1993-94    34
                   Presidents of Operations and Division
                   Presidents Incentive Compensation Programs. 

5.1                Opinion of Messrs. Kaye, Scholer,           37
                   Fierman, Hays & Handler.

23.1               Consent of Independent Public               38
                   Accountants.