SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No._2_)*
US Home Corporation
(Name of issuer)
Common Stock
(Title of Class of Securities)
91192010
(CUSIP Number)
Check the following box if a fee is being paid with this statement . (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following page(s))
Page 1 of _6__ Pages
CUSIP No. __91192010 ________ 13G Page __2__ of __6__ Pages
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON MacKay-Shields Financial Corporation 13-26316812
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
Not Applicable
3 SEC USE ONLY4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware (United States)
NUMBER OF 5 SOLE VOTING POWER
SHARES Not Applicable BENEFICIALLY
6 SHARED VOTING POWER OWNED BY
442,749 (See Item 4a on page 4) EACH
7 SOLE DISPOSITIVE POWEREPORTING Not ApplicablePERSON 8
SHARED DISPOSITIVE POWERWITH 442,749
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 442,749
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.9% (See Item 4a on page 4)
12 TYPE OF REPORTING PERSON* IA*SEE INSTRUCTION BEFORE FILLING OUT!
SCHEDULE 13GSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Under the Securities Exchange Act of 1934ITEM
1 (a) Name of Issuer: US Home Corporation
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
1800 West Loop South Houston, TX 77027
ITEM 2 (a) Name of Person Filing: MacKay-Shields Financial Corporation
ITEM 2 (b) Address of Principal Business Office:
9 West 57th Street
New York, NY 10019
ITEM 2 (c) Citizenship:
United States
ITEM 2 (d) Title of Class of Securities:
Common Stock
ITEM 2 (e) CUSIP Number:
91192010
ITEM 3.If this statement is filed pursuant to Rules 13d-1 (b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [X] Investment adviser registered under Section 203 of the Investment
Advisers Act of 1940
(f)[ ] Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see
section 240.13d-1 (b)(1)(ii)(F)
Page _3_ of _6_ Pages
SCHEDULE 13G cont.
(g)[ ] Parent Holding Company, in accordance with section 240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with section 240.13d-1 (b)(1)(ii)(H)
ITEM 4. Ownership.
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule 13d-l(b)(2),
if applicable, exceeds five percent, provide the following information as of
that date and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned:
Aggregate 442,749 consisting of (i) 37,200 shares of common stock,
(ii) 100,000 shares of common stock which may be acquired upon conversion of
preferred stock and (iii) 305,549 shares of common stock which may be
acquired upon conversion of convertible bonds.
(b) Percent of Class:
3.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Not Applicable
(ii) shared power to vote or to direct the vote
442,749
(iii) sole power to dispose or to direct the disposition of
Not Applicable
(iv) shared power to dispose or to direct the disposition of
442,749
Page _4_ of _6_ Pages
SCHEDULE 13G cont.
ITEM 5. Ownership of Five Percent or Less of a Class.
Ifthis statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ X ].
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fun
Not Applicable
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
If a parent holding company has filed this Form, so indicate under Item 3 (g)
and attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary, and, if applicable, a separate exhibit furnishing
the information called for by Rule 13d-l(b)(1)(ii)(G) with respect to
non-qualified subsidiaries.
Not Applicable
ITEM 8. Identification and Classification of Members of the Group.
If a group has filed this Schedule, so indicate under Item 3(h) and attach an
exhibit stating the identity and Item 3 classification of each member of the
group.
Not Applicable
Page __5_ of _6__ Pages
SCHEDULE 13G cont.
ITEM 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
Not Applicable
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 8, 1995
Signature:
Name/Title: Jeffry B. Platt, General Counsel
Page _6__ of _6__ Pages
August 8, 1995
EDGAR
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
Enclosed on behalf of MacKay-Shields Financial Corporation is an amendment to
Schedule 13G setting forth information with respect to the following security:
US Home Corporation, Common Stock
Would you please acknowledge receipt of the enclosed document by affirmation
number.
Very truly yours,
MACKAY-SHIELDS FINANCIAL CORPORATION
By___________________________________
General Counsel
