<PAGE>   1
                                                                   FILE NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

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

                             -----------------------

                            LNR PROPERTY CORPORATION
             (Exact Name Of Registrant As Specified In Its Charter)

            DELAWARE
  (State Or Other Jurisdiction                           65-0777234
 Of Incorporation Or Organization)          (I.R.S. Employer Identification No.)


                      760 NORTHWEST 107TH AVENUE, SUITE 300
                              MIAMI, FLORIDA 33172
               (Address Of Principal Executive Offices) (Zip Code)

      LNR PROPERTY CORPORATION 2000 STOCK OPTION AND RESTRICTED STOCK PLAN
                              (Full Title Of Plan)

                             -----------------------

                                STEVEN J. SAIONTZ
                            LNR PROPERTY CORPORATION
                           760 NORTHWEST 107TH AVENUE
                              MIAMI, FLORIDA 33172
                     (Name And Address Of Agent For Service)

   Telephone number, including area code, of agent for service: (305) 485-2000

                                   COPIES TO:
                            DAVID W. BERNSTEIN, ESQ.
                       CLIFFORD CHANCE ROGERS & WELLS LLP
                                 200 PARK AVENUE
                            NEW YORK, NEW YORK 10166

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

=====================================================================================================================
                                                            Proposed            Proposed
                                                            Maximum             Maximum             Amount of
                                          Amount to be   Offering Price         Aggregate          Registration
Title of Securities to be Registered      Registered       Per  Share*        Offering Price*          Fee
---------------------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>                  <C>                  <C>
Common Stock, par value $0.10 per
share                                     2,240,947 shs     $28.68             $64,270,360          $16,067.59
=====================================================================================================================
</TABLE>


* Estimated solely for the purpose of calculating the registration fee, pursuant
to Rules 457(c) and (h), on the basis of the average of the high and low prices
of Registrant's Common Stock reported on the New York Stock Exchange on March
2, 2001.


<PAGE>   2


                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Pursuant to the requirements of the Note to Part I of Form S-8 and Rule
428(b)(1) of the Rules under the Securities Act of 1933, as amended (the
"Securities Act"), the information required by Part I of Form S-8 is included in
Booklets dated February 2001, which are distributed to the officers, employees
and directors of LNR Property Corporation who hold stock options or restricted
stock granted under the LNR Property Corporation 2000 Stock Option and
Restricted Stock Plan. These Booklets, together with the documents incorporated
by reference pursuant to Item 3 of Part II of this Registration Statement,
constitute a Section 10(a) Prospectus.



                                       1
<PAGE>   3



                             PROSPECTUS FOR RESALES

      The material which follows, up to but not including the page beginning
Part II of this Registration Statement, constitutes a prospectus, prepared on
Form S-3, in accordance with General Instruction C to Form S-8, to be used in
connection with resales of securities acquired under the LNR Property
Corporation 2000 Stock Option and Restricted Stock Plan by affiliates of LNR
Property Corporation, as defined in Rule 405 under the Securities Act.





                                       2
<PAGE>   4

                                   PROSPECTUS



                                2,240,947 shares

                            LNR PROPERTY CORPORATION

                                  Common Stock
                           (Par Value $0.10 per share)

      The shares of Common Stock of LNR Property Corporation (the "Company") to
which this Prospectus relates may be offered from time to time by the people
described under "Selling Security Holders" on the New York Stock Exchange, where
the Company's Common Stock currently is traded, on any other securities
exchanges or quotation systems on which the Common Stock may be traded, in the
over-the-counter market or in negotiated transactions, at prices and on terms
then available. The respective Selling Security Holders will pay any brokerage
fees or commissions relating to sales by them. See "Method of Sale." The Company
will receive no part of the proceeds of any such sales. The principal executive
office of the Company is located at 760 Northwest 107th Avenue, Suite 300,
Miami, Florida 33172 (Telephone No. (305) 485-2000).


      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


      The expenses of preparing and filing the Registration Statement of which
this Prospectus is a part are being borne by the Company.


                             -----------------------

                The date of this Prospectus is February 28, 2001




<PAGE>   5



                                TABLE OF CONTENTS

                                -----------------

<TABLE>
<CAPTION>

                                                                         PAGE

<S>                                                                       <C>
Incorporation by Reference.................................................2

Available Information......................................................2

Selling Security Holders...................................................3

Method of Sale.............................................................3

SEC Position Regarding Indemnification.....................................3
</TABLE>


                           INCORPORATION BY REFERENCE

      The Company incorporates by reference into this Prospectus (a) the
Company's Annual Report on Form 10-K for the year ended November 30, 2000, (b)
the Company's Current Reports on Form 8-K dated February 5, 2001, February 15,
2001 and February 23, 2001, (c) all other reports filed by the Company pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Securities Exchange Act"), since November 30, 2000, (d) the description
of the Company's Common Stock contained in the Company's registration statement
under the Securities Exchange Act relating to the Company's Common Stock,
including any amendment or report filed for the purpose of updating that
description and (e) the Company's Proxy Statement on Schedule 14A, dated March
17, 2000. These documents are filed under SEC File No. 1-13223. All documents
subsequently filed by the Company pursuant to Sections 13, 14 and 15(d) of the
Securities Exchange Act, prior to the filing of a post-effective amendment
which indicates that all the securities which are being offered have been sold
or which deregisters all those securities which remain unsold, will be deemed
to be incorporated by reference in this Prospectus and to be a part of it from
the date of filing of those documents. Copies of all documents which are
incorporated by reference will be provided without charge to anyone to whom
this prospectus is delivered upon a written or oral request to LNR Property
Corporation, 760 N.W. 107th Avenue, Suite 300, Miami, Florida 33172, Attention:
Chief Financial Officer, telephone number (305) 485-2000.

                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange Act, and in accordance with that Act files reports and other
information with the Securities and Exchange Commission. All reports, proxy
statements and other information filed with the Securities and Exchange
Commission by the Company can be inspected and copied at the Public Reference
Room maintained by the Securities and Exchange Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at Regional Offices of the Securities and
Exchange Commission located at 7 World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. The public may obtain information on the operation of the Public
Reference Room by calling the Securities and Exchange Commission at
1-800-SEC-0330. The Securities and Exchange Commission maintains a web site that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission. The Securities
and Exchange Commission's web site can be accessed at http://www.sec.gov.
Reports, proxy statements and other information filed by the Company can be
inspected at the New York Stock Exchange, 20 Broad Street, New York, New York
10005.


                                       2
<PAGE>   6



                            SELLING SECURITY HOLDERS

      This Prospectus relates to possible sales by officers, employees and
directors of the Company of shares of Common Stock of the Company that they
acquire through exercise of stock options granted, or of restricted stock they
receive, under the Company's 2000 Stock Option and Restricted Stock Plan. The
Company does not at this time know the names of the people who may be selling
security holders from time to time. The names of those people, along with the
number of shares of Common Stock owned, and the number of shares which may be
sold, by each of those people will be contained in supplements to this
Prospectus, which will be filed with the Securities and Exchange Commission in
accordance with Rule 424(b) under the Securities Act.

                                 METHOD OF SALE

      Sales of the shares offered by this Prospectus will be made on the New
York Stock Exchange, where the Company's Common Stock is currently listed for
trading, or in other markets where the Company's Common Stock is traded, or in
negotiated transactions. Sales will be at prices current when the sales take
place. Sales may involve payment of brokers' commissions by selling security
holders. Shares which are sold may include shares in which selling security
holders have granted security interests and which are being sold because of
foreclosure of those security interests. There is no present plan of
distribution.

                     SEC POSITION REGARDING INDEMNIFICATION

      The Company's by-laws provide for indemnification of officers and
directors, among other things, in instances in which 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 in which, with respect to criminal proceedings,
they had no reasonable cause to believe their conduct was unlawful.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
under the provisions described above, the Company has been informed that in the
opinion of the Securities and Exchange Commission that indemnification is
against public policy as expressed in that Act and is therefore unenforceable.




                                       3
<PAGE>   7

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated by reference into this
Registration Statement from SEC File No. 1-13223:

           (1) The Annual Report of LNR Property Corporation (the "Company") on
Form 10-K for the fiscal year ended November 30, 2000.

           (2) The Company's Current Reports on Form 8-K dated February 5, 2001,
February 15, 2001 and February 23, 2001.

           (3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 filed on July 29, 1997.

           (4) All other reports filed by the Company and the Plan pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act, since November 30, 2000.

           (5) The Proxy Statement on Schedule 14A, dated March 17, 2000.

         All documents subsequently filed by the Company and the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The registrant's by-laws provide for indemnification of directors and
officers, among other things, in instances in which 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 in which, with respect to criminal proceedings,
they had no reason to believe that conduct was unlawful.

         Directors and officers may also be entitled to additional
indemnification under Section 145 of the General Corporation Law of Delaware.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Reference is made to the Exhibit Index.

Item 9.  Undertakings.

         The registrant hereby undertakes:



                                      II-1
<PAGE>   8

      (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, 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) That, for the purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act that is
incorporated by reference in the 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.

      (4) 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.

      (5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.




                                      II-2
<PAGE>   9

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned 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 Miami, State of Florida, on the 28th
day of February, 2001.

                                    LNR PROPERTY CORPORATION



                                    /s/ Steven J. Saiontz
                                    -------------------------------
                                    Steven J. Saiontz
                                    Chief Executive Officer




                                      S-1
<PAGE>   10

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven J. Saiontz, Jeffrey P. Krasnoff, Shelly
Rubin and Steven N. Bjerke, and each of them, as his or her true and lawful
attorney-in-fact and agent, with sole power of substitution, to sign for him or
her and in his or her name, in any and all capacities, all amendments (including
post-effective amendments) to the registration statement to which this power of
attorney is attached, and to file all such amendments and all exhibits to them
and other documents to be filed in connection with them, with the Securities and
Exchange Commission.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
        Signature                    Title                     Date
        ---------                 ------------             ------------
<S>                           <C>                       <C>
/s/ Steven J. Saiontz         Chief Executive Officer   February 28, 2001
---------------------------        and Director
Steven J. Saiontz              (Principal Executive
                                     Officer)

/s/ Shelly Rubin                 Vice President         February 28, 2001
---------------------------   (Principal Financial
Shelly Rubin                         Officer)

/s/ Steven N. Bjerke               Controller           February 28, 2001
--------------------------    (Principal Accounting
Steven N. Bjerke                     Officer)

/s/ Stuart A. Miller                 Director           February 28, 2001
--------------------------
Stuart A. Miller

/s/ Leonard Miller                   Director           February 28, 2001
--------------------------
Leonard Miller

/s/ Brian L. Bilzin                  Director           February 28, 2001
--------------------------
Brian L. Bilzin

/s/ Sue M. Cobb                      Director           February 28, 2001
--------------------------
Sue M. Cobb

/s/ Edward T. Foote II               Director           February 28, 2001
--------------------------
Edward T. Foote II

/s/ Stephen E. Frank                 Director           February 28, 2001
--------------------------
Stephen E. Frank

/s/ Jeffrey P. Krasnoff              Director           February 28, 2001
--------------------------
Jeffrey P. Krasnoff

</TABLE>




                                      S-2
<PAGE>   11



                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit
 Number                    Description
 ------                    -----------
<S>          <C>
  5          Opinion (including consent) of Clifford Chance Rogers & Wells LLP.

  23.1       Consent of Deloitte & Touche LLP.

  23.2       Consent of Clifford Chance Rogers & Wells LLP (included in
             Exhibit 5).

  24         Power of Attorney (included on signature page).

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "y46263s-8.txt", "description": "LNR PROPERTY CORPORATION", "secsgml_size_bytes": 21095}]
{"company-data": {"conformed-name": "LNR PROPERTY CORP", "cik": "0001043044", "assigned-sic": "6513", "irs-number": "650777234", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56734", "film-number": "1563824"}, "business-address": {"street1": "760 NW 107TH AVE", "city": "MIAMI", "state": "FL", "zip": "33172", "phone": "3054852000"}, "mail-address": {"street1": "760 NW 107TH AVE", "city": "MIAMI", "state": "FL", "zip": "33172"}}
1
                                                                   FILE NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

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

                             -----------------------

                            LNR PROPERTY CORPORATION
             (Exact Name Of Registrant As Specified In Its Charter)

            DELAWARE
  (State Or Other Jurisdiction                           65-0777234
 Of Incorporation Or Organization)          (I.R.S. Employer Identification No.)

                      760 NORTHWEST 107TH AVENUE, SUITE 300
                              MIAMI, FLORIDA 33172
               (Address Of Principal Executive Offices) (Zip Code)

      LNR PROPERTY CORPORATION 2000 STOCK OPTION AND RESTRICTED STOCK PLAN
                              (Full Title Of Plan)

                             -----------------------

                                STEVEN J. SAIONTZ
                            LNR PROPERTY CORPORATION
                           760 NORTHWEST 107TH AVENUE
                              MIAMI, FLORIDA 33172
                     (Name And Address Of Agent For Service)

   Telephone number, including area code, of agent for service: (305) 485-2000

                                   COPIES TO:
                            DAVID W. BERNSTEIN, ESQ.
                       CLIFFORD CHANCE ROGERS & WELLS LLP
                                 200 PARK AVENUE
                            NEW YORK, NEW YORK 10166

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                            Proposed            Proposed
                                                            Maximum             Maximum             Amount of
                                          Amount to be   Offering Price         Aggregate          Registration
Title of Securities to be Registered      Registered       Per  Share*        Offering Price*          Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per
share                                     2,240,947 shs     $28.68             $64,270,360          $16,067.59
=====================================================================================================================
* Estimated solely for the purpose of calculating the registration fee, pursuant
to Rules 457(c) and (h), on the basis of the average of the high and low prices
of Registrant's Common Stock reported on the New York Stock Exchange on March
2, 2001.
2

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Pursuant to the requirements of the Note to Part I of Form S-8 and Rule
428(b)(1) of the Rules under the Securities Act of 1933, as amended (the
"Securities Act"), the information required by Part I of Form S-8 is included in
Booklets dated February 2001, which are distributed to the officers, employees
and directors of LNR Property Corporation who hold stock options or restricted
stock granted under the LNR Property Corporation 2000 Stock Option and
Restricted Stock Plan. These Booklets, together with the documents incorporated
by reference pursuant to Item 3 of Part II of this Registration Statement,
constitute a Section 10(a) Prospectus.

                                       1
3

                             PROSPECTUS FOR RESALES

      The material which follows, up to but not including the page beginning
Part II of this Registration Statement, constitutes a prospectus, prepared on
Form S-3, in accordance with General Instruction C to Form S-8, to be used in
connection with resales of securities acquired under the LNR Property
Corporation 2000 Stock Option and Restricted Stock Plan by affiliates of LNR
Property Corporation, as defined in Rule 405 under the Securities Act.

                                       2
4

                                   PROSPECTUS

                                2,240,947 shares

                            LNR PROPERTY CORPORATION

                                  Common Stock
                           (Par Value $0.10 per share)

      The shares of Common Stock of LNR Property Corporation (the "Company") to
which this Prospectus relates may be offered from time to time by the people
described under "Selling Security Holders" on the New York Stock Exchange, where
the Company's Common Stock currently is traded, on any other securities
exchanges or quotation systems on which the Common Stock may be traded, in the
over-the-counter market or in negotiated transactions, at prices and on terms
then available. The respective Selling Security Holders will pay any brokerage
fees or commissions relating to sales by them. See "Method of Sale." The Company
will receive no part of the proceeds of any such sales. The principal executive
office of the Company is located at 760 Northwest 107th Avenue, Suite 300,
Miami, Florida 33172 (Telephone No. (305) 485-2000).

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

      The expenses of preparing and filing the Registration Statement of which
this Prospectus is a part are being borne by the Company.

                             -----------------------

                The date of this Prospectus is February 28, 2001
5

                                TABLE OF CONTENTS

                                -----------------
PAGE
Incorporation by Reference.................................................2

Available Information......................................................2

Selling Security Holders...................................................3

Method of Sale.............................................................3

SEC Position Regarding Indemnification.....................................3
INCORPORATION BY REFERENCE

      The Company incorporates by reference into this Prospectus (a) the
Company's Annual Report on Form 10-K for the year ended November 30, 2000, (b)
the Company's Current Reports on Form 8-K dated February 5, 2001, February 15,
2001 and February 23, 2001, (c) all other reports filed by the Company pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Securities Exchange Act"), since November 30, 2000, (d) the description
of the Company's Common Stock contained in the Company's registration statement
under the Securities Exchange Act relating to the Company's Common Stock,
including any amendment or report filed for the purpose of updating that
description and (e) the Company's Proxy Statement on Schedule 14A, dated March
17, 2000. These documents are filed under SEC File No. 1-13223. All documents
subsequently filed by the Company pursuant to Sections 13, 14 and 15(d) of the
Securities Exchange Act, prior to the filing of a post-effective amendment
which indicates that all the securities which are being offered have been sold
or which deregisters all those securities which remain unsold, will be deemed
to be incorporated by reference in this Prospectus and to be a part of it from
the date of filing of those documents. Copies of all documents which are
incorporated by reference will be provided without charge to anyone to whom
this prospectus is delivered upon a written or oral request to LNR Property
Corporation, 760 N.W. 107th Avenue, Suite 300, Miami, Florida 33172, Attention:
Chief Financial Officer, telephone number (305) 485-2000.

                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange Act, and in accordance with that Act files reports and other
information with the Securities and Exchange Commission. All reports, proxy
statements and other information filed with the Securities and Exchange
Commission by the Company can be inspected and copied at the Public Reference
Room maintained by the Securities and Exchange Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at Regional Offices of the Securities and
Exchange Commission located at 7 World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. The public may obtain information on the operation of the Public
Reference Room by calling the Securities and Exchange Commission at
1-800-SEC-0330. The Securities and Exchange Commission maintains a web site that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission. The Securities
and Exchange Commission's web site can be accessed at http://www.sec.gov.
Reports, proxy statements and other information filed by the Company can be
inspected at the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

                                       2
6

                            SELLING SECURITY HOLDERS

      This Prospectus relates to possible sales by officers, employees and
directors of the Company of shares of Common Stock of the Company that they
acquire through exercise of stock options granted, or of restricted stock they
receive, under the Company's 2000 Stock Option and Restricted Stock Plan. The
Company does not at this time know the names of the people who may be selling
security holders from time to time. The names of those people, along with the
number of shares of Common Stock owned, and the number of shares which may be
sold, by each of those people will be contained in supplements to this
Prospectus, which will be filed with the Securities and Exchange Commission in
accordance with Rule 424(b) under the Securities Act.

                                 METHOD OF SALE

      Sales of the shares offered by this Prospectus will be made on the New
York Stock Exchange, where the Company's Common Stock is currently listed for
trading, or in other markets where the Company's Common Stock is traded, or in
negotiated transactions. Sales will be at prices current when the sales take
place. Sales may involve payment of brokers' commissions by selling security
holders. Shares which are sold may include shares in which selling security
holders have granted security interests and which are being sold because of
foreclosure of those security interests. There is no present plan of
distribution.

                     SEC POSITION REGARDING INDEMNIFICATION

      The Company's by-laws provide for indemnification of officers and
directors, among other things, in instances in which 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 in which, with respect to criminal proceedings,
they had no reasonable cause to believe their conduct was unlawful.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
under the provisions described above, the Company has been informed that in the
opinion of the Securities and Exchange Commission that indemnification is
against public policy as expressed in that Act and is therefore unenforceable.

                                       3
7

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated by reference into this
Registration Statement from SEC File No. 1-13223:

           (1) The Annual Report of LNR Property Corporation (the "Company") on
Form 10-K for the fiscal year ended November 30, 2000.

           (2) The Company's Current Reports on Form 8-K dated February 5, 2001,
February 15, 2001 and February 23, 2001.

           (3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 filed on July 29, 1997.

           (4) All other reports filed by the Company and the Plan pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act, since November 30, 2000.

           (5) The Proxy Statement on Schedule 14A, dated March 17, 2000.

         All documents subsequently filed by the Company and the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The registrant's by-laws provide for indemnification of directors and
officers, among other things, in instances in which 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 in which, with respect to criminal proceedings,
they had no reason to believe that conduct was unlawful.

         Directors and officers may also be entitled to additional
indemnification under Section 145 of the General Corporation Law of Delaware.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Reference is made to the Exhibit Index.

Item 9.  Undertakings.

         The registrant hereby undertakes:

                                      II-1
8

      (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, 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) That, for the purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act that is
incorporated by reference in the 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.

      (4) 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.

      (5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-2
9

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned 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 Miami, State of Florida, on the 28th
day of February, 2001.

                                    LNR PROPERTY CORPORATION

                                    /s/ Steven J. Saiontz
                                    -------------------------------
                                    Steven J. Saiontz
                                    Chief Executive Officer

                                      S-1
10

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven J. Saiontz, Jeffrey P. Krasnoff, Shelly
Rubin and Steven N. Bjerke, and each of them, as his or her true and lawful
attorney-in-fact and agent, with sole power of substitution, to sign for him or
her and in his or her name, in any and all capacities, all amendments (including
post-effective amendments) to the registration statement to which this power of
attorney is attached, and to file all such amendments and all exhibits to them
and other documents to be filed in connection with them, with the Securities and
Exchange Commission.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                    Title                     Date
        ---------                 ------------             ------------
/s/ Steven J. Saiontz         Chief Executive Officer   February 28, 2001
---------------------------        and Director
Steven J. Saiontz              (Principal Executive
                                     Officer)

/s/ Shelly Rubin                 Vice President         February 28, 2001
---------------------------   (Principal Financial
Shelly Rubin                         Officer)

/s/ Steven N. Bjerke               Controller           February 28, 2001
--------------------------    (Principal Accounting
Steven N. Bjerke                     Officer)

/s/ Stuart A. Miller                 Director           February 28, 2001
--------------------------
Stuart A. Miller

/s/ Leonard Miller                   Director           February 28, 2001
--------------------------
Leonard Miller

/s/ Brian L. Bilzin                  Director           February 28, 2001
--------------------------
Brian L. Bilzin

/s/ Sue M. Cobb                      Director           February 28, 2001
--------------------------
Sue M. Cobb

/s/ Edward T. Foote II               Director           February 28, 2001
--------------------------
Edward T. Foote II

/s/ Stephen E. Frank                 Director           February 28, 2001
--------------------------
Stephen E. Frank

/s/ Jeffrey P. Krasnoff              Director           February 28, 2001
--------------------------
Jeffrey P. Krasnoff
S-2
11

                                  EXHIBIT INDEX
Exhibit
 Number                    Description
 ------                    -----------
5          Opinion (including consent) of Clifford Chance Rogers & Wells LLP.

  23.1       Consent of Deloitte & Touche LLP.

  23.2       Consent of Clifford Chance Rogers & Wells LLP (included in
             Exhibit 5).

  24         Power of Attorney (included on signature page).