Registration No. 333
===============================================================================


                                                          
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               LENNAR CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   59-1281887
                      (I.R.S. Employer Identification No.)

                           700 Northwest 107th Avenue
                              Miami, Florida 33172
               (Address of Principal Executive Offices) (Zip Code)

                    LENNAR CORPORATION 1997 STOCK OPTION PLAN
                              (Full Title of Plan)

                                 DAVID B. McCAIN
                               Lennar Corporation
                           700 Northwest 107th Avenue
                              Miami, Florida 33172
                     (Name and address of agent for service)

    Telephone number, including area code, of agent for service: (305) 559-4000

                                   Copies to:
                            DAVID W. BERNSTEIN, ESQ.
                               Rogers & Wells LLP
                                 200 Park Avenue
                            New York, New York 10166
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
================================ -------------------- ---------------------- ---------------------- ----------------
      Title of Securities           Amount to be            Proposed               Proposed            Amount of
<S>          <C>                         <C>                   <C>                    <C>                  <C>    

       to be Registered              Registered              Maximum                Maximum          Registration
                                                         Offering Price            Aggregate              Fee
                                                          Per Share(1)         Offering Price(1)
-------------------------------- -------------------- ---------------------- ---------------------- ----------------
Common Stock, par
value $0.10 per share              3,000,000 shs.            25.5625              $76,687,500           $21,320
-------------------------------- -------------------- ---------------------- ---------------------- ----------------
(1)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
pursuant to Rule 457(c),  on the basis of the average of the high and low prices
of Registrant's  Common Stock reported in the  consolidated  reporting system on
the New York Stock Exchange Composite Tape on February 5, 1999.

The  prospectus  included in this  Registration  Statement  also  applies to the
shares which are the subject of Registration Statement No. 333-39687.


</TABLE>

<PAGE>



                                     PART I

              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
information  required  by Part I of Form  S-8 is  included  in a  Booklet  dated
February  1999  distributed  to the  employees of Lennar  Corporation.  who held
options  granted  under the Lennar  Corporation  1997 Stock  Option  Plan.  This
Booklet,  together with the documents  incorporated by reference as described in
Item 3 of Part II of this  Registration  Statement,  constitutes a Section 10(a)
Prospectus.



<PAGE>


                             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 Lennar Corporation 1997
Stock Option Plan by  affiliates of Lennar  Corporation,  as defined in Rule 405
under the Securities Act of 1933, as amended.



<PAGE>



                                                                      
PROSPECTUS









                               LENNAR CORPORATION

                                  COMMON STOCK

                           (Par value $0.10 per share)



         The shares of our Common Stock 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 our Common  Stock  currently is
traded,  on any  securities  exchanges or other  quotation  systems on which our
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." We will not receive any part of the proceeds of any
such sales.  Our principal  executive  office is located at 700 Northwest  107th
Avenue, Miami, Florida 33172 (Telephone No. (305) 559-4000).

         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.


         We are paying the  expenses of  preparing  and filing the  Registration
Statement of which this Prospectus is a part.




                 The date of this Prospectus is February 9, 1999



<PAGE>



                                                         
                                                 
                                TABLE OF CONTENTS
                                -----------------


                                                                           Page
                                                                           ----

Incorporation by Reference .................................................. 2

Information We File.......................................................... 2

Selling Security Holders .................................................... 2

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

SEC Position Regarding Indemnification........................................3


                           INCORPORATION BY REFERENCE

         We incorporate by reference into this  Prospectus (a) our Annual Report
on Form 10-K for the year ended November 30, 1997, (b) our Quarterly  reports on
Form 10-Q for the calendar  quarters  ended  February 28, 1998, May 31, 1998 and
August 31, 1998,  (c) our Current  Reports on Form 8-K filed July 28, 1998,  (d)
the  description  of our Common Stock  contained in our  registration  statement
under the Securities  Exchange Act of 1934, as amended (including any amendments
or reports  filed for the purpose of updating such  description),  (e) all other
reports we filed pursuant to Section 13(a) or 15(d) of the  Securities  Exchange
Act of 1934, as amended,  since November 30, 1998 and (f) our Proxy Statement on
Schedule 14A,  dated March 16, 1998.  These  documents  were filed under the SEC
File Number 1-11749.  We also  incorporate by reference into this Prospectus all
the  documents we file  pursuant to Sections 13, 14 and 15(d) of the  Securities
Exchange  Act of  1934  after  the  date  of  Prospectus  and  before  we file a
post-effective  amendment  which indicates that all the securities to which this
Prospectus  relates  have been sold or which  deregisters  all those  securities
which have not been sold.  We will  provide  copies of all  documents  which are
incorporated  by  reference  without  charge to anyone to whom we  deliver  this
Prospectus,  who makes a written or oral request for them to Lennar Corporation,
700 Northwest 107th Avenue,  Miami,  Florida 33172,  Attention:  Chief Financial
Officer, telephone number (305) 559-4000.

                            INFORMATION WE FILE

         We file annual,  quarterly and current  reports,  proxy  statements and
other  materials  with the SEC pursuant to the  requirements  of the  Securities
Exchange  Act of 1934.  The public may read and copy any  materials we file with
the  SEC  at  the  SEC's  Public  Reference  Room  at 450  Fifth  Street,  N.W.,
Washington,  D.C.  20549 and at the SEC's  Regional  Offices  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 SEC at
1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy
and information  statements and other information  regarding issuers  (including
us)  that  file  electronically  with  the  SEC.  The  address  of that  site is
http:\\www.sec.gov.

                            SELLING SECURITY HOLDERS

         This Prospectus relates to possible sales by our officers and directors
of shares of our Common  Stock which they  acquire  through  exercise of options
granted  under our 1991 Stock Option Plan or our 1997 Stock  Option Plan.  We do
not know at this time who may be Selling  Security Holders from time to time. We
will  provide  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 from time to time in supplements to this  Prospectus,  which we will file
with the Securities and Exchange Commission in accordance with Rule 424(b) under
the Securities Act of 1933, as amended.



                                        2
<PAGE>





                                 METHOD OF SALE

         The shares offered by this Prospectus may be sold on the New York Stock
Exchange,  where our Common Stock currently is traded, or in other markets where
our Common  Stock is traded,  or in  negotiated  transactions.  Sales will be at
prices which are current when the sales take place. Selling Security Holders may
pay  brokers'  commissions.  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

         Our  certificate  of  incorporation  provides  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,
our best interests and in which, with respect to criminal proceedings,  they had
no reasonable cause to believe their conduct was unlawful.

         We have been  informed  that,  in the  opinion  of the  Securities  and
Exchange Commission, insofar as directors, officers or other persons who control
us may become entitled under the provisions of our certificate of  incorporation
to  indemnification  for  liabilities  arising under the Securities Act of 1933,
that  indemnification  is against  public policy as expressed in that Act and is
therefore unenforceable.

                                        3

<PAGE>



                                                        
                                                          
                                     PART II


Item 3.           Incorporation of Documents by Reference

                  The following  documents are incorporated by reference in this
Registration Statement:

                  (a) our Annual Report on Form 10-K for the year ended November
30, 1997.

                  (b) our Quarterly reports on Form 10-Q for the calendar 
quarters  ended  February 28, 1998,  May 31, 1998 and August 31, 1998

                  (c) our Current  Reports on Form 8-K filed  December  18, 1997
and July 28, 1998

                  (d) the  description  of our  Common  Stock  contained  in our
registration  statement  under the  Securities  Exchange Act of 1934, as amended
(including  any  amendments  or reports  filed for the purpose of updating  such
description)

                  (e) all other  reports we filed  pursuant  to  Section  13(a)
 or 15(d) of the  Securities  Exchange  Act of 1934, as amended, since 
November 30, 1998 and

                  (f) our Proxy Statement on Schedule 14A, dated March 16, 1998.

                  All  documents  subsequently  filed by us pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
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,  will be deemed incorporated by reference in this Registration
Statement and to be part of it from the date of filing of those 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  registrant's  certificate of  incorporation  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.
                  The  following  documents  are filed with or  incorporated  by
reference in this Registration Statement:

                  Exhibit 5.        Opinion of Rogers & Wells LLP.

                  Exhibit 24.       Consents of Experts and Counsel.

                                    (i)     Rogers & Wells, LLP (attorneys) 
                                             - included in Exhibit 5
                                        II-1
<PAGE>

                                    (ii) Deloitte & Touche LLP (accountants)

                  Exhibit 25.       Power of Attorney - on signature pages.

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 to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                  (b) The undersigned  registrant  hereby  undertakes  that, for
purposes of determining  liability under the Securities Act of 1933, each filing
of the registrant's  annual report pursuant to Section 13(a) or Section 15(d) of
the Securities  Exchange Act of 1934 that is  incorporated  by reference in this
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities  offered herein,  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 provisions  described in
Item 15, 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.


                                        II-2
<PAGE>



                                                         
                                                                 
                                   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  Miami  and  State  of  Florida  on this 9th day of
February, 1999.

                                                   LENNAR CORPORATION

                                                   By:          STUART A. MILLER
                                                   -----------------------------
                                                                Stuart A. Miller
                                                                President

<TABLE>
<CAPTION>

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Stuart A. Miller,  Bruce Gross and Diane
Bessette,  and each of them, as his or her true and lawful  attorney-in-fact and
agent, with full 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.

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

         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.



                     Name                                         Title                              Date
                     ----                                         -----                              ----
<S>                  <C>                                           <C>                                <C>    
  
                                               
                                                  
               STUART A MILLER                    President, Chief Executive Officer             February 9, 1999
-------------------------------------------       and Director
              Stuart A. Miller                    (Principal Executive Officer)


                 BRUCE GROSS                      Vice President and Chief Financial Officer     February 9, 1999
-------------------------------------------
                 Bruce Gross                      (Principal Financial Officer)

               DIANE BESSETTE
-------------------------------------------        Controller                                    February 9, 1999
               Diane Bessette                      (Principal Accounting Officer)                              
                                                 

                                                  Chairman of the Board, Director                February     , 1999
-------------------------------------------
               Leonard Miller


-------------------------------------------                      Director                        February      , 1999
               Irving Bolotin


              JONATHAN M. JAFFE                                  Director                        February 9, 1999
-------------------------------------------
              Jonathan M. Jaffe


               R. KIRK LANDON                                    Director                        February 9, 1999
-------------------------------------------
               R. Kirk Landon
                                                            S-1
<PAGE>

               SIDNEY LAPIDUS                                    Director                        February 9, 1999
-------------------------------------------
               Sidney Lapidus

             REUBEN S. LEIBOWITZ                                 Director                        February 9, 1999
-------------------------------------------
             Reuben S. Leibowitz                                                                 

 -------------------------------------------                     Director                        February     , 1999
               Arnold P. Rosen


              STEVEN J. SAIONTZ                                  Director                        February 9, 1999
------------------------------------------- 
              Steven J. Saiontz


                                                            S-2
</TABLE>

<PAGE>




                                                                      
                                  EXHIBIT INDEX


                                                              Page in Sequential
                                                              ------------------
Exhibit                                                         Numbering System
-------                                                         ----------------

Exhibit 5         Opinion of Rogers & Wells LLP

Exhibit 24(i)     Consent of Rogers & Wells LLP (attorneys)included in Exhibit 5
          (ii)    Consent of Deloitte & Touche LLP (accountants)

Exhibit 25        Powers of Attorney - on signature pages



<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23247}]
{"company-data": {"conformed-name": "LENNAR CORP /NEW/", "cik": "0000920760", "assigned-sic": "1520", "irs-number": "591281887", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72123", "film-number": "99528875"}, "business-address": {"street1": "700 NW 107TH AVE", "city": "MIAMI", "state": "FL", "zip": "33172", "phone": "3055594000"}, "mail-address": {"street1": "700 N W 107TH AVE", "city": "MIAMI", "state": "FL", "zip": "33172"}, "former-company": {"former-conformed-name": "PACIFIC GREYSTONE CORP /DE/", "date-changed": "19940323"}}
Registration No. 333
===============================================================================

                                                          
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               LENNAR CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   59-1281887
                      (I.R.S. Employer Identification No.)

                           700 Northwest 107th Avenue
                              Miami, Florida 33172
               (Address of Principal Executive Offices) (Zip Code)

                    LENNAR CORPORATION 1997 STOCK OPTION PLAN
                              (Full Title of Plan)

                                 DAVID B. McCAIN
                               Lennar Corporation
                           700 Northwest 107th Avenue
                              Miami, Florida 33172
                     (Name and address of agent for service)

    Telephone number, including area code, of agent for service: (305) 559-4000

                                   Copies to:
                            DAVID W. BERNSTEIN, ESQ.
                               Rogers & Wells LLP
                                 200 Park Avenue
                            New York, New York 10166
CALCULATION OF REGISTRATION FEE
================================ -------------------- ---------------------- ---------------------- ----------------
      Title of Securities           Amount to be            Proposed               Proposed            Amount of
to be Registered              Registered              Maximum                Maximum          Registration
                                                         Offering Price            Aggregate              Fee
                                                          Per Share(1)         Offering Price(1)
-------------------------------- -------------------- ---------------------- ---------------------- ----------------
Common Stock, par
value $0.10 per share              3,000,000 shs.            25.5625              $76,687,500           $21,320
-------------------------------- -------------------- ---------------------- ---------------------- ----------------
(1)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
pursuant to Rule 457(c),  on the basis of the average of the high and low prices
of Registrant's  Common Stock reported in the  consolidated  reporting system on
the New York Stock Exchange Composite Tape on February 5, 1999.

The  prospectus  included in this  Registration  Statement  also  applies to the
shares which are the subject of Registration Statement No. 333-39687.
PART I

              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
information  required  by Part I of Form  S-8 is  included  in a  Booklet  dated
February  1999  distributed  to the  employees of Lennar  Corporation.  who held
options  granted  under the Lennar  Corporation  1997 Stock  Option  Plan.  This
Booklet,  together with the documents  incorporated by reference as described in
Item 3 of Part II of this  Registration  Statement,  constitutes a Section 10(a)
Prospectus.
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 Lennar Corporation 1997
Stock Option Plan by  affiliates of Lennar  Corporation,  as defined in Rule 405
under the Securities Act of 1933, as amended.
PROSPECTUS

                               LENNAR CORPORATION

                                  COMMON STOCK

                           (Par value $0.10 per share)

         The shares of our Common Stock 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 our Common  Stock  currently is
traded,  on any  securities  exchanges or other  quotation  systems on which our
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." We will not receive any part of the proceeds of any
such sales.  Our principal  executive  office is located at 700 Northwest  107th
Avenue, Miami, Florida 33172 (Telephone No. (305) 559-4000).

         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.

         We are paying the  expenses of  preparing  and filing the  Registration
Statement of which this Prospectus is a part.

                 The date of this Prospectus is February 9, 1999
TABLE OF CONTENTS
                                -----------------

                                                                           Page
                                                                           ----

Incorporation by Reference .................................................. 2

Information We File.......................................................... 2

Selling Security Holders .................................................... 2

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

SEC Position Regarding Indemnification........................................3

                           INCORPORATION BY REFERENCE

         We incorporate by reference into this  Prospectus (a) our Annual Report
on Form 10-K for the year ended November 30, 1997, (b) our Quarterly  reports on
Form 10-Q for the calendar  quarters  ended  February 28, 1998, May 31, 1998 and
August 31, 1998,  (c) our Current  Reports on Form 8-K filed July 28, 1998,  (d)
the  description  of our Common Stock  contained in our  registration  statement
under the Securities  Exchange Act of 1934, as amended (including any amendments
or reports  filed for the purpose of updating such  description),  (e) all other
reports we filed pursuant to Section 13(a) or 15(d) of the  Securities  Exchange
Act of 1934, as amended,  since November 30, 1998 and (f) our Proxy Statement on
Schedule 14A,  dated March 16, 1998.  These  documents  were filed under the SEC
File Number 1-11749.  We also  incorporate by reference into this Prospectus all
the  documents we file  pursuant to Sections 13, 14 and 15(d) of the  Securities
Exchange  Act of  1934  after  the  date  of  Prospectus  and  before  we file a
post-effective  amendment  which indicates that all the securities to which this
Prospectus  relates  have been sold or which  deregisters  all those  securities
which have not been sold.  We will  provide  copies of all  documents  which are
incorporated  by  reference  without  charge to anyone to whom we  deliver  this
Prospectus,  who makes a written or oral request for them to Lennar Corporation,
700 Northwest 107th Avenue,  Miami,  Florida 33172,  Attention:  Chief Financial
Officer, telephone number (305) 559-4000.

                            INFORMATION WE FILE

         We file annual,  quarterly and current  reports,  proxy  statements and
other  materials  with the SEC pursuant to the  requirements  of the  Securities
Exchange  Act of 1934.  The public may read and copy any  materials we file with
the  SEC  at  the  SEC's  Public  Reference  Room  at 450  Fifth  Street,  N.W.,
Washington,  D.C.  20549 and at the SEC's  Regional  Offices  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 SEC at
1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy
and information  statements and other information  regarding issuers  (including
us)  that  file  electronically  with  the  SEC.  The  address  of that  site is
http:\\www.sec.gov.

                            SELLING SECURITY HOLDERS

         This Prospectus relates to possible sales by our officers and directors
of shares of our Common  Stock which they  acquire  through  exercise of options
granted  under our 1991 Stock Option Plan or our 1997 Stock  Option Plan.  We do
not know at this time who may be Selling  Security Holders from time to time. We
will  provide  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 from time to time in supplements to this  Prospectus,  which we will file
with the Securities and Exchange Commission in accordance with Rule 424(b) under
the Securities Act of 1933, as amended.

                                        2
METHOD OF SALE

         The shares offered by this Prospectus may be sold on the New York Stock
Exchange,  where our Common Stock currently is traded, or in other markets where
our Common  Stock is traded,  or in  negotiated  transactions.  Sales will be at
prices which are current when the sales take place. Selling Security Holders may
pay  brokers'  commissions.  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

         Our  certificate  of  incorporation  provides  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,
our best interests and in which, with respect to criminal proceedings,  they had
no reasonable cause to believe their conduct was unlawful.

         We have been  informed  that,  in the  opinion  of the  Securities  and
Exchange Commission, insofar as directors, officers or other persons who control
us may become entitled under the provisions of our certificate of  incorporation
to  indemnification  for  liabilities  arising under the Securities Act of 1933,
that  indemnification  is against  public policy as expressed in that Act and is
therefore unenforceable.

                                        3
PART II

Item 3.           Incorporation of Documents by Reference

                  The following  documents are incorporated by reference in this
Registration Statement:

                  (a) our Annual Report on Form 10-K for the year ended November
30, 1997.

                  (b) our Quarterly reports on Form 10-Q for the calendar 
quarters  ended  February 28, 1998,  May 31, 1998 and August 31, 1998

                  (c) our Current  Reports on Form 8-K filed  December  18, 1997
and July 28, 1998

                  (d) the  description  of our  Common  Stock  contained  in our
registration  statement  under the  Securities  Exchange Act of 1934, as amended
(including  any  amendments  or reports  filed for the purpose of updating  such
description)

                  (e) all other  reports we filed  pursuant  to  Section  13(a)
 or 15(d) of the  Securities  Exchange  Act of 1934, as amended, since 
November 30, 1998 and

                  (f) our Proxy Statement on Schedule 14A, dated March 16, 1998.

                  All  documents  subsequently  filed by us pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
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,  will be deemed incorporated by reference in this Registration
Statement and to be part of it from the date of filing of those 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  registrant's  certificate of  incorporation  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.
                  The  following  documents  are filed with or  incorporated  by
reference in this Registration Statement:

                  Exhibit 5.        Opinion of Rogers & Wells LLP.

                  Exhibit 24.       Consents of Experts and Counsel.

                                    (i)     Rogers & Wells, LLP (attorneys) 
                                             - included in Exhibit 5
                                        II-1
(ii) Deloitte & Touche LLP (accountants)

                  Exhibit 25.       Power of Attorney - on signature pages.

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 to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                  (b) The undersigned  registrant  hereby  undertakes  that, for
purposes of determining  liability under the Securities Act of 1933, each filing
of the registrant's  annual report pursuant to Section 13(a) or Section 15(d) of
the Securities  Exchange Act of 1934 that is  incorporated  by reference in this
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities  offered herein,  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 provisions  described in
Item 15, 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.

                                        II-2
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  Miami  and  State  of  Florida  on this 9th day of
February, 1999.

                                                   LENNAR CORPORATION

                                                   By:          STUART A. MILLER
                                                   -----------------------------
                                                                Stuart A. Miller
                                                                President
POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Stuart A. Miller,  Bruce Gross and Diane
Bessette,  and each of them, as his or her true and lawful  attorney-in-fact and
agent, with full 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.

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

         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.

                     Name                                         Title                              Date
                     ----                                         -----                              ----
STUART A MILLER                    President, Chief Executive Officer             February 9, 1999
-------------------------------------------       and Director
              Stuart A. Miller                    (Principal Executive Officer)

                 BRUCE GROSS                      Vice President and Chief Financial Officer     February 9, 1999
-------------------------------------------
                 Bruce Gross                      (Principal Financial Officer)

               DIANE BESSETTE
-------------------------------------------        Controller                                    February 9, 1999
               Diane Bessette                      (Principal Accounting Officer)                              
                                                 

                                                  Chairman of the Board, Director                February     , 1999
-------------------------------------------
               Leonard Miller

-------------------------------------------                      Director                        February      , 1999
               Irving Bolotin

              JONATHAN M. JAFFE                                  Director                        February 9, 1999
-------------------------------------------
              Jonathan M. Jaffe

               R. KIRK LANDON                                    Director                        February 9, 1999
-------------------------------------------
               R. Kirk Landon
                                                            S-1
SIDNEY LAPIDUS                                    Director                        February 9, 1999
-------------------------------------------
               Sidney Lapidus

             REUBEN S. LEIBOWITZ                                 Director                        February 9, 1999
-------------------------------------------
             Reuben S. Leibowitz                                                                 

 -------------------------------------------                     Director                        February     , 1999
               Arnold P. Rosen

              STEVEN J. SAIONTZ                                  Director                        February 9, 1999
------------------------------------------- 
              Steven J. Saiontz

                                                            S-2
EXHIBIT INDEX

                                                              Page in Sequential
                                                              ------------------
Exhibit                                                         Numbering System
-------                                                         ----------------

Exhibit 5         Opinion of Rogers & Wells LLP

Exhibit 24(i)     Consent of Rogers & Wells LLP (attorneys)included in Exhibit 5
          (ii)    Consent of Deloitte & Touche LLP (accountants)

Exhibit 25        Powers of Attorney - on signature pages