As filed with the Securities and Exchange Commission on January ___, 1999.
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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                                     65-0777234
      (State or Other Jurisdiction of                      (I.R.S. Employer
      Incorporation or Organization)                      Identification No.)

                      760 Northwest 107th Avenue, Suite 300
                              Miami, Florida 33172
                    (Address of Principal Executive Offices)

                      LNR PROPERTY CORPORATION SAVINGS PLAN
                            (Full Title of the Plan)

                                Steven J. Saiontz
                            LNR Property Corporation
                           760 Northwest 107th Avenue
                              Miami, Florida 33172
                     (Name and Address of Agent For Service)

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

                              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(1)    Per Share    Price (2)      Fee

Common Stock, $.10 par
share value              500,000 Shares      $20.3125   $10,156,250    $2,823.44



1 In addition,  pursuant to rule 416(c) under the Securities  Act of 1933,  this
  Registration  Statement also covers an indeterminate  amount of plan interests
  to be offered or sold pursuant to the employee benefit plan described herein.

2 Estimated  solely  for the  purpose of  calculating  the  registration  fee in
  accordance  with Rule 457(c) and (h) under the  Securities  Act of 1933 on the
  basis of the  average  of the  high  and low  prices  of the  Common  Stock as
  reported on the New York Stock Exchange on January 19, 1999.


<PAGE>


                                     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:

               (1) The Annual Report of LNR Property Corporation (the "Company")
on Form 10-K for the fiscal year ended November, 1997, which has heretofore been
filed  by  the  Company  with  the  Securities  and  Exchange   Commission  (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"1934 Act").

               (2)  The  Company's  Quarterly  Reports  on  Form  10-Q  for  the
quarterly  periods  ended  February 28, May 31, and August 31, 1998,  which have
heretofore  been filed by the Company with the  Commission  pursuant to the 1934
Act.

               (3) Current Reports dated January 16, 1998, May 18, 1998 and July
14, 1998 which have  heretofore  been filed by the Company  with the  Commission
pursuant to the 1934 Act.

               (4) All other  reports filed by the Company and the Plan pursuant
to Section 13(a) or 15(d) of the 1934 Act since December 31, 1997.

               (5) The  description of the Company's  Common Stock  contained in
the  Company's  Registration  Statement  on Form 10 filed  with  the  Commission
pursuant to Section 12 of the 1934 Act on July 29, 1997.

               All  documents  subsequently  filed by the  Company  and the Plan
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the 1934 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  (such  documents,
and  the  documents   enumerated  above,   being  hereinafter   referred  to  as
"Incorporated  Documents");  provided,  however,  that the documents  enumerated
above or subsequently filed by the registrant  pursuant to Section 13(a), 13(c),
14 and 15(d) of the 1934 Act in each year during which the offering made by this
Registration  Statement is in effect prior to the filing with the  Commission of
the  Company's  Annual  Report on Form 10-K and the Plan's Annual Report on Form
11-K covering such year shall not be  Incorporated  Documents or be incorporated
by reference in this  Registration  Statement or be a part hereof from and after
the filing of such Annual Reports.

               Any  statement  contained in an  Incorporated  Document  shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

               The securities to be offered are  registered  under Section 12(b)
of the 1934 Act.

Item 5.  Interest of Named Experts and Counsel.

               Not applicable.


<PAGE>


Item 6.  Indemnification of Directors and Officers.

               The  registrant's   by-laws  provides  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:

               (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,  as  amended  (the  "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
Act, each filing of the registrant's  annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report  pursuant to Section 15(d) of the 1934 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
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  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>


                                   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 19th day of January, 1999.

                                                  LNR PROPERTY CORPORATION

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

                                       POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature
appears  below  constitutes  and appoints  Steven J.  Saiontz,  Shelly Rubin and
Stuart  A.  Miller,   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  rtatement  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 and Director      January 19, 1999
          Steven J. Saiontz               (Principal Executive Officer)

/s/ Shelly Rubin                          Financial Vice President                  January 19, 1999         
          Shelly Rubin                    (Principal Financial Officer)

/s/ J.T. McMickle                         Controller                                January 19, 1999         
          J.T. McMickle                   (Principal Accounting Officer)

/s/ Stuart A. Miller                      Director                                  January 19, 1999          
          Stuart A. Miller

/s/ Leonard Miller                        Director                                  January 19, 1999          
          Leonard Miller

/s/ Brian L. Bilzin                       Director                                  January 19, 1999          
          Brian L. Bilzin

/s/ Sue M. Cobb                           Director                                  January 19, 1999          
          Sue M. Cobb

/s/ Carlos M. de la Cruz                  Director                                  January 19, 1999          
          Carlos M. de la Cruz

/s/ Jeffrey P. Krasnoff                   Director                                  January 19, 1999          
          Jeffrey P. Krasnoff

</TABLE>

               Pursuant to the  requirements  of the Securities Act of 1933, the
trustee (or other pesons who  administer  the employee  benefit  plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereto duly authorized in the City of Miami,  State of Florida on
January 19, 1999.

                               LNR PROPERTY CORPORATION SAVINGS PLAN

                     By:       /s/ Steven J. Saiontz              
                               Steven J. Saiontz
                               Member, Administrative Committee

                     By:       /s/ Jeffrey P. Krasnoff                    
                               Jeffrey P. Krasnoff
                               Member, Administrative Committee

                     By:       /s/ Shelly Rubin                          
                               Shelly Rubin
                               Member, Administrative Committee


<PAGE>


                                         EXHIBIT INDEX

Exhibit Number                              Description
--------------                              -----------

     4.1             Certificate of Incorporation and Amendment (incorporated by
                     reference  to Exhibit  3.1 of the  Company's  Form 10 dated
                     July 29,1997).

     4.2             By-Laws  (incorporated  by  reference to Exhibit 3.2 of the
                     Company's Form 10 dated July 29, 1997).

     5*              Opinion (including consent) of McDermott, Will & Emery.

    23.1*            Consent of Deloitte & Touche LLP.

    23.2*            Consent of McDermott, Will & Emery (included in Exhibit 5).

     24*             Power of Attorney (included on signature page).


*Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14524}]
{"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": "333-70965", "film-number": "99509552"}, "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"}}
As filed with the Securities and Exchange Commission on January ___, 1999.
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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                                     65-0777234
      (State or Other Jurisdiction of                      (I.R.S. Employer
      Incorporation or Organization)                      Identification No.)

                      760 Northwest 107th Avenue, Suite 300
                              Miami, Florida 33172
                    (Address of Principal Executive Offices)

                      LNR PROPERTY CORPORATION SAVINGS PLAN
                            (Full Title of the Plan)

                                Steven J. Saiontz
                            LNR Property Corporation
                           760 Northwest 107th Avenue
                              Miami, Florida 33172
                     (Name and Address of Agent For Service)

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

                              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(1)    Per Share    Price (2)      Fee

Common Stock, $.10 par
share value              500,000 Shares      $20.3125   $10,156,250    $2,823.44

1 In addition,  pursuant to rule 416(c) under the Securities  Act of 1933,  this
  Registration  Statement also covers an indeterminate  amount of plan interests
  to be offered or sold pursuant to the employee benefit plan described herein.

2 Estimated  solely  for the  purpose of  calculating  the  registration  fee in
  accordance  with Rule 457(c) and (h) under the  Securities  Act of 1933 on the
  basis of the  average  of the  high  and low  prices  of the  Common  Stock as
  reported on the New York Stock Exchange on January 19, 1999.
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:

               (1) The Annual Report of LNR Property Corporation (the "Company")
on Form 10-K for the fiscal year ended November, 1997, which has heretofore been
filed  by  the  Company  with  the  Securities  and  Exchange   Commission  (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"1934 Act").

               (2)  The  Company's  Quarterly  Reports  on  Form  10-Q  for  the
quarterly  periods  ended  February 28, May 31, and August 31, 1998,  which have
heretofore  been filed by the Company with the  Commission  pursuant to the 1934
Act.

               (3) Current Reports dated January 16, 1998, May 18, 1998 and July
14, 1998 which have  heretofore  been filed by the Company  with the  Commission
pursuant to the 1934 Act.

               (4) All other  reports filed by the Company and the Plan pursuant
to Section 13(a) or 15(d) of the 1934 Act since December 31, 1997.

               (5) The  description of the Company's  Common Stock  contained in
the  Company's  Registration  Statement  on Form 10 filed  with  the  Commission
pursuant to Section 12 of the 1934 Act on July 29, 1997.

               All  documents  subsequently  filed by the  Company  and the Plan
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the 1934 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  (such  documents,
and  the  documents   enumerated  above,   being  hereinafter   referred  to  as
"Incorporated  Documents");  provided,  however,  that the documents  enumerated
above or subsequently filed by the registrant  pursuant to Section 13(a), 13(c),
14 and 15(d) of the 1934 Act in each year during which the offering made by this
Registration  Statement is in effect prior to the filing with the  Commission of
the  Company's  Annual  Report on Form 10-K and the Plan's Annual Report on Form
11-K covering such year shall not be  Incorporated  Documents or be incorporated
by reference in this  Registration  Statement or be a part hereof from and after
the filing of such Annual Reports.

               Any  statement  contained in an  Incorporated  Document  shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

               The securities to be offered are  registered  under Section 12(b)
of the 1934 Act.

Item 5.  Interest of Named Experts and Counsel.

               Not applicable.
Item 6.  Indemnification of Directors and Officers.

               The  registrant's   by-laws  provides  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:

               (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,  as  amended  (the  "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
Act, each filing of the registrant's  annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report  pursuant to Section 15(d) of the 1934 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
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  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, 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 19th day of January, 1999.

                                                  LNR PROPERTY CORPORATION

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

                                       POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature
appears  below  constitutes  and appoints  Steven J.  Saiontz,  Shelly Rubin and
Stuart  A.  Miller,   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  rtatement  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 and Director      January 19, 1999
          Steven J. Saiontz               (Principal Executive Officer)

/s/ Shelly Rubin                          Financial Vice President                  January 19, 1999         
          Shelly Rubin                    (Principal Financial Officer)

/s/ J.T. McMickle                         Controller                                January 19, 1999         
          J.T. McMickle                   (Principal Accounting Officer)

/s/ Stuart A. Miller                      Director                                  January 19, 1999          
          Stuart A. Miller

/s/ Leonard Miller                        Director                                  January 19, 1999          
          Leonard Miller

/s/ Brian L. Bilzin                       Director                                  January 19, 1999          
          Brian L. Bilzin

/s/ Sue M. Cobb                           Director                                  January 19, 1999          
          Sue M. Cobb

/s/ Carlos M. de la Cruz                  Director                                  January 19, 1999          
          Carlos M. de la Cruz

/s/ Jeffrey P. Krasnoff                   Director                                  January 19, 1999          
          Jeffrey P. Krasnoff
Pursuant to the  requirements  of the Securities Act of 1933, the
trustee (or other pesons who  administer  the employee  benefit  plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereto duly authorized in the City of Miami,  State of Florida on
January 19, 1999.

                               LNR PROPERTY CORPORATION SAVINGS PLAN

                     By:       /s/ Steven J. Saiontz              
                               Steven J. Saiontz
                               Member, Administrative Committee

                     By:       /s/ Jeffrey P. Krasnoff                    
                               Jeffrey P. Krasnoff
                               Member, Administrative Committee

                     By:       /s/ Shelly Rubin                          
                               Shelly Rubin
                               Member, Administrative Committee
EXHIBIT INDEX

Exhibit Number                              Description
--------------                              -----------

     4.1             Certificate of Incorporation and Amendment (incorporated by
                     reference  to Exhibit  3.1 of the  Company's  Form 10 dated
                     July 29,1997).

     4.2             By-Laws  (incorporated  by  reference to Exhibit 3.2 of the
                     Company's Form 10 dated July 29, 1997).

     5*              Opinion (including consent) of McDermott, Will & Emery.

    23.1*            Consent of Deloitte & Touche LLP.

    23.2*            Consent of McDermott, Will & Emery (included in Exhibit 5).

     24*             Power of Attorney (included on signature page).

*Filed herewith.