FILE 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                                              59-1281887
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                          700 NORTHWEST 107TH AVENUE
                             MIAMI, FLORIDA  33172
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                   LENNAR CORPORATION 1991 STOCK OPTION PLAN
                             (FULL TITLE OF PLAN)

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

                               STUART A. MILLER
                              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
                                200 PARK AVENUE
                           NEW YORK, NEW YORK  10166


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                          Proposed                Proposed
                                                           Maximum                 Maximum              Amount of
     Title of Securities         Amount to be          Offering Price             Aggregate           Registration
      to be Registered            Registered            Per Share(a)           Offering Price{*}           Fee
<S>                          <C>                   <C>                     <C>                     <C>
Common Stock, par
value $.10 per share                 2,396,778            $16.49875              $39,543,841             $11,983
</TABLE>

{*    }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
      November 3, 1997

<PAGE>

                                    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
information  required  by  Part  I  of  Form S-8 is included in a Booklet dated
November  1997 distributed to the employees  of  Lennar  Corporation  who  held
options granted  under  the  Lennar  Corporation  1991  Stock Option Plan.  The
Booklet, together with the documents incorporated by reference pursuant to Item
3  of  Part  II  of  this  Registration Statement, constitute 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
1991 Stock Option Plan by affiliates  of Lennar Corporation, as defined in Rule
405 under the Securities Act of 1933, as amended.

<PAGE>

PROSPECTUS



                               2,396,778 shares

                              LENNAR CORPORATION

                                 COMMON STOCK

                          (Par Value $.10 per share)

      The shares of Common Stock of Lennar 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 is listed, on any other  securities  exchanges
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 700  Northwest  107th  Avenue,  Miami,  Florida 33172 (Telephone No.
(305) 559-4000).


            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
                  THE COMMISSION PASSED UPON THE ACCURACY OR
                      ADEQUACY OF THIS PROSPECTUS.  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 November 5, 1997

<PAGE>

                               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  the following
documents previously filed by Pacific Greystone Corporation ("Greystone")  with
the  Securities  and Exchange Commission: (a) Greystone's Annual Report on Form
10-K for the year  ended  December  31, 1996, as amended by a Form 10-K/A dated
September  26,  1997, (b) all other reports  filed  by  Greystone  pursuant  to
Section 13(a) or  15(d)  of  the  Securities  Exchange Act of 1934, as amended,
since  December  31,  1996,  (c) the description of  Greystone's  Common  Stock
contained  in  Greystone's registration  statement  under  Section  12  of  the
Securities Exchange  Act  relating  to  Greystone's Common Stock, including any
amendment or report filed for the purpose  of updating that description and (d)
Greystone's  Registration  Statement on Form S-4  containing  the  Joint  Proxy
Statement/Prospectus  regarding  the  merger  of  the  Company  with  and  into
Greystone pursuant to the Plan and Agreement of Merger dated June 10, 1997.

      The Company incorporates  by reference into this Prospectus the following
documents previously filed by Lennar Corporation ("Lennar") with the Securities
and Exchange Commission: (a) Lennar's  Annual  Report on Form 10-K for the year
ended November 30, 1996, as amended by a Form 10-K/A  dated September 26, 1997,
(b) all other reports filed by Lennar pursuant to Section 13(a) or 15(d) of the
Securities  Exchange  Act  of 1934, as amended, since November  30,  1996,  (c)
Lennar's Proxy Statement on  Schedule  14A,  dated  September  30,  1997.   All
documents  subsequently  filed  by  the Company pursuant to Sections 13, 14 and
15(d) of the Securities Exchange Act  of  1934,  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 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  Lennar
Corporation, 700 N.W. 107th Avenue, Miami, Florida  33172, Attention: Financial
Vice President, telephone number (305) 559-4000.


                             AVAILABLE INFORMATION

      The  Company  is  subject   to  the  informational  requirements  of  the
Securities Exchange Act of 1934, 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  facilities  maintained  by  the  Commission  at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and  at Regional Offices
of the 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.   Copies  of  such  material  can  be  obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.  The Commission maintains a  web site that contains
reports,  proxy  and  information  statements  and other information  regarding
issuers that file electronically with the Commission.  The Commissions web site

<PAGE>

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.


                           SELLING SECURITY HOLDERS

      This Prospectus relates to possible sales by officers  and  directors  of
the  Company  of  shares  they  acquire or acquired through exercise of options
granted under the Company's 1991  Stock  Option  Plan.  The names of the people
who may be Selling Security Holders from time to time  are  not  known  by  the
Company  at  this  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 from time to time 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 of 1933, as amended.


                                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 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.
There is no present plan of distribution.


                    SEC POSITION REGARDING INDEMNIFICATION

      The Company's 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,  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 of 1933 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.

<PAGE>

                                    PART II


Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

            The  following  documents  previously  filed  by  Pacific Greystone
Corporation ("Greystone") with the Securities and Exchange Commission under the
File  Number  1-11749  are  incorporated  by  reference  in  this  Registration
Statement:

      (a)   Greystone's Annual Report on Form 10-K for the year ended  December
31, 1996, as amended by the Form 10-K/A dated September 26, 1997.

      (b)   All  other reports filed by Greystone pursuant to Section 13(a)  or
15(d) of the Securities  Exchange  Act  of  1934, as amended since December 31,
1996.

      (c)   The   description  of  Greystone's  Common   Stock   contained   in
Greystone's registration  statement under Section 12 of the Securities Exchange
Act relating to Greystone's  Common  Stock,  including  any amendment or report
filed for the purpose of updating that description.

      (d)   Greystone's Registration Statement on Form S-4 containing the Joint
Proxy Statement/Prospectus regarding the merger of the Company  with  and  into
Greystone pursuant to the Plan and Agreement of Merger dated June 10, 1997.

            The  following  documents  previously  filed  by Lennar Corporation
("Lennar") with the Securities and Exchange Commission under the File Number 1-
6643 are incorporated by reference in this Registration Statement:

      (a)   The  Annual  Report  of  Lennar  on  Form 10-K for the  year  ended
November 30, 1996, as amended by a Form 10-K/A dated September 26, 1997.

      (b)   All  other reports filed by Lennar pursuant  to  Section  13(a)  or
15(d) of the Securities  Exchange  Act  of  1934, as amended since November 30,
1996.

      (c)   The Proxy Statement of Lennar on  Schedule 14A, dated September 30,
1997.

            All  documents  subsequently  filed  by  the  Company  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.

<PAGE>

                  Directors and officers may also  be  entitled  in  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.

            Exhibit 24. Consents of Experts and Counsel.

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.

<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 4th day of
November, 1997.

                                      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, Cory J. Boydston and Irving
Bolotin, and each of them, as his true and lawful  attorney-in-fact  and agent,
with  sole  power of substitution, to sign for him and in his 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>
                   NAME                                        TITLE                                            DATE
                   ----                                        -----                                            ----
<S>                                         <C>                                        <C>
         STUART A. MILLER                   President, Chief Executive Officer, and    November 4, 1997
   ----------------------------
         Stuart A. Miller                   Director (Principal Executive Officer)

         CORY J. BOYDSTON                   Vice President -- Finance                  November 4, 1997
   ----------------------------
         Cory J. Boydston                   (Principal Financial Officer)

         DIANE BESSETTE                     Controller                                 November 4, 1997
   ----------------------------
         Diane Bessette                     (Principal Accounting Officer)

         LEONARD MILLER                     Director                                   November 4, 1997
   ----------------------------
         Leonard Miller

         IRVING BOLOTIN                     Director                                   November 4, 1997
   ----------------------------
         Irving Bolotin

         CHARLES I. BABCOCK, JR.            Director                                   November 4, 1997
   ----------------------------
         Charles I. Babcock, Jr.
   ______________________________           Director                                   November     , 1997
         Sidney Lapidus

   ______________________________           Director                                   November      , 1997
         Reuben S. Leibowitz

         STEVEN J. SAIONTZ                  Director                                   November 4, 1997
   ----------------------------
         Steven J. Saiontz

         ARNOLD P. ROSEN                    Director                                   November 4, 1997
   ----------------------------
         Arnold P. Rosen
</TABLE>


<PAGE>

                                 EXHIBIT INDEX


                                                            Page in Sequential
EXHIBIT                                                       NUMBERING SYSTEM

Exhibit 5.  Opinion of Rogers & Wells...................................... 12

Exhibit 24. Consents of Experts and Counsel
            (i)   Rogers & Wells (attorneys) included
                  in Exhibit 5

            (ii)  Deloitte & Touche LLP (accountants)...................... 13

Exhibit 25. Power of Attorney - on signature pages

<PAGE>

                                                                     EXHIBIT 5



                           ROGERS & WELLS LETTERHEAD




                                    November 4, 1997



Lennar Corporation
700 Northwest 107th Avenue
Miami, Florida  33172

Dear Sirs:

            We have acted as counsel to Lennar Corporation  (the  "Company") in
connection with the issuance of 275,650 shares (the "Issued Shares"),  and  the
proposed  issuance  of up to 2,121,128 shares (the "Option Shares" and together
with the Issued Shares,  the  "Shares")  of  common  stock,  par value $.10 per
share, of the Company upon exercise of options granted under the Company's 1991
Stock  Option  Plan.   In that capacity, we are familiar with the  proceedings,
corporate and other, relating  to  the  authorization  of  the  issuance of the
Shares.

            Based  upon the foregoing, and such other examination  of  law  and
fact as we have deemed  necessary, we are of the opinion that the Issued Shares
are, and when issued and  paid  for  upon exercise of options granted under the
Company's 1991 Stock Option Plan, the  Option  Shares  will be, legally issued,
fully paid and non-assessable.

            We  consent  to  the  filing of this opinion as  an  exhibit  to  a
registration statement on Form S-8 relating to the Shares.

                                    Very truly yours,

                                    ROGERS & WELLS


<PAGE>

                                                                EXHIBIT 24(II)


                         INDEPENDENT AUDITOR'S CONSENT


We consent to the incorporation by  reference in this Registration Statement of
Lennar Corporation on Form S-8 of our  report dated January 16, 1997, appearing
in the Annual Report on Form 10-K, as amended  by  Form  10-K/A dated September
26, 1997, of Lennar Corporation for the year ended November 30, 1996.


Deloitte & Touche LLP
Miami, Florida


November 3, 1997

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24884}]
{"company-data": {"conformed-name": "LENNAR CORP /NEW/", "cik": "0000920760", "assigned-sic": "1520", "irs-number": "954337490", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39687", "film-number": "97709438"}, "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"}}
FILE 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                                              59-1281887
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                          700 NORTHWEST 107TH AVENUE
                             MIAMI, FLORIDA  33172
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                   LENNAR CORPORATION 1991 STOCK OPTION PLAN
                             (FULL TITLE OF PLAN)

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

                               STUART A. MILLER
                              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
                                200 PARK AVENUE
                           NEW YORK, NEW YORK  10166

                        CALCULATION OF REGISTRATION FEE
Proposed                Proposed
                                                           Maximum                 Maximum              Amount of
     Title of Securities         Amount to be          Offering Price             Aggregate           Registration
      to be Registered            Registered            Per Share(a)           Offering Price{*}           Fee
Common Stock, par
value $.10 per share                 2,396,778            $16.49875              $39,543,841             $11,983
{*    }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
      November 3, 1997
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
information  required  by  Part  I  of  Form S-8 is included in a Booklet dated
November  1997 distributed to the employees  of  Lennar  Corporation  who  held
options granted  under  the  Lennar  Corporation  1991  Stock Option Plan.  The
Booklet, together with the documents incorporated by reference pursuant to Item
3  of  Part  II  of  this  Registration Statement, constitute 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
1991 Stock Option Plan by affiliates  of Lennar Corporation, as defined in Rule
405 under the Securities Act of 1933, as amended.
PROSPECTUS

                               2,396,778 shares

                              LENNAR CORPORATION

                                 COMMON STOCK

                          (Par Value $.10 per share)

      The shares of Common Stock of Lennar 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 is listed, on any other  securities  exchanges
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 700  Northwest  107th  Avenue,  Miami,  Florida 33172 (Telephone No.
(305) 559-4000).

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
                  THE COMMISSION PASSED UPON THE ACCURACY OR
                      ADEQUACY OF THIS PROSPECTUS.  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 November 5, 1997
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  the following
documents previously filed by Pacific Greystone Corporation ("Greystone")  with
the  Securities  and Exchange Commission: (a) Greystone's Annual Report on Form
10-K for the year  ended  December  31, 1996, as amended by a Form 10-K/A dated
September  26,  1997, (b) all other reports  filed  by  Greystone  pursuant  to
Section 13(a) or  15(d)  of  the  Securities  Exchange Act of 1934, as amended,
since  December  31,  1996,  (c) the description of  Greystone's  Common  Stock
contained  in  Greystone's registration  statement  under  Section  12  of  the
Securities Exchange  Act  relating  to  Greystone's Common Stock, including any
amendment or report filed for the purpose  of updating that description and (d)
Greystone's  Registration  Statement on Form S-4  containing  the  Joint  Proxy
Statement/Prospectus  regarding  the  merger  of  the  Company  with  and  into
Greystone pursuant to the Plan and Agreement of Merger dated June 10, 1997.

      The Company incorporates  by reference into this Prospectus the following
documents previously filed by Lennar Corporation ("Lennar") with the Securities
and Exchange Commission: (a) Lennar's  Annual  Report on Form 10-K for the year
ended November 30, 1996, as amended by a Form 10-K/A  dated September 26, 1997,
(b) all other reports filed by Lennar pursuant to Section 13(a) or 15(d) of the
Securities  Exchange  Act  of 1934, as amended, since November  30,  1996,  (c)
Lennar's Proxy Statement on  Schedule  14A,  dated  September  30,  1997.   All
documents  subsequently  filed  by  the Company pursuant to Sections 13, 14 and
15(d) of the Securities Exchange Act  of  1934,  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 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  Lennar
Corporation, 700 N.W. 107th Avenue, Miami, Florida  33172, Attention: Financial
Vice President, telephone number (305) 559-4000.

                             AVAILABLE INFORMATION

      The  Company  is  subject   to  the  informational  requirements  of  the
Securities Exchange Act of 1934, 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  facilities  maintained  by  the  Commission  at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and  at Regional Offices
of the 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.   Copies  of  such  material  can  be  obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.  The Commission maintains a  web site that contains
reports,  proxy  and  information  statements  and other information  regarding
issuers that file electronically with the Commission.  The Commissions 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.

                           SELLING SECURITY HOLDERS

      This Prospectus relates to possible sales by officers  and  directors  of
the  Company  of  shares  they  acquire or acquired through exercise of options
granted under the Company's 1991  Stock  Option  Plan.  The names of the people
who may be Selling Security Holders from time to time  are  not  known  by  the
Company  at  this  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 from time to time 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 of 1933, as amended.

                                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 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.
There is no present plan of distribution.

                    SEC POSITION REGARDING INDEMNIFICATION

      The Company's 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,  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 of 1933 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.
PART II

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

            The  following  documents  previously  filed  by  Pacific Greystone
Corporation ("Greystone") with the Securities and Exchange Commission under the
File  Number  1-11749  are  incorporated  by  reference  in  this  Registration
Statement:

      (a)   Greystone's Annual Report on Form 10-K for the year ended  December
31, 1996, as amended by the Form 10-K/A dated September 26, 1997.

      (b)   All  other reports filed by Greystone pursuant to Section 13(a)  or
15(d) of the Securities  Exchange  Act  of  1934, as amended since December 31,
1996.

      (c)   The   description  of  Greystone's  Common   Stock   contained   in
Greystone's registration  statement under Section 12 of the Securities Exchange
Act relating to Greystone's  Common  Stock,  including  any amendment or report
filed for the purpose of updating that description.

      (d)   Greystone's Registration Statement on Form S-4 containing the Joint
Proxy Statement/Prospectus regarding the merger of the Company  with  and  into
Greystone pursuant to the Plan and Agreement of Merger dated June 10, 1997.

            The  following  documents  previously  filed  by Lennar Corporation
("Lennar") with the Securities and Exchange Commission under the File Number 1-
6643 are incorporated by reference in this Registration Statement:

      (a)   The  Annual  Report  of  Lennar  on  Form 10-K for the  year  ended
November 30, 1996, as amended by a Form 10-K/A dated September 26, 1997.

      (b)   All  other reports filed by Lennar pursuant  to  Section  13(a)  or
15(d) of the Securities  Exchange  Act  of  1934, as amended since November 30,
1996.

      (c)   The Proxy Statement of Lennar on  Schedule 14A, dated September 30,
1997.

            All  documents  subsequently  filed  by  the  Company  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  in  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.

            Exhibit 24. Consents of Experts and Counsel.

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.
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 4th day of
November, 1997.

                                      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, Cory J. Boydston and Irving
Bolotin, and each of them, as his true and lawful  attorney-in-fact  and agent,
with  sole  power of substitution, to sign for him and in his 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.
NAME                                        TITLE                                            DATE
                   ----                                        -----                                            ----
STUART A. MILLER                   President, Chief Executive Officer, and    November 4, 1997
   ----------------------------
         Stuart A. Miller                   Director (Principal Executive Officer)

         CORY J. BOYDSTON                   Vice President -- Finance                  November 4, 1997
   ----------------------------
         Cory J. Boydston                   (Principal Financial Officer)

         DIANE BESSETTE                     Controller                                 November 4, 1997
   ----------------------------
         Diane Bessette                     (Principal Accounting Officer)

         LEONARD MILLER                     Director                                   November 4, 1997
   ----------------------------
         Leonard Miller

         IRVING BOLOTIN                     Director                                   November 4, 1997
   ----------------------------
         Irving Bolotin

         CHARLES I. BABCOCK, JR.            Director                                   November 4, 1997
   ----------------------------
         Charles I. Babcock, Jr.
   ______________________________           Director                                   November     , 1997
         Sidney Lapidus

   ______________________________           Director                                   November      , 1997
         Reuben S. Leibowitz

         STEVEN J. SAIONTZ                  Director                                   November 4, 1997
   ----------------------------
         Steven J. Saiontz

         ARNOLD P. ROSEN                    Director                                   November 4, 1997
   ----------------------------
         Arnold P. Rosen
EXHIBIT INDEX

                                                            Page in Sequential
EXHIBIT                                                       NUMBERING SYSTEM

Exhibit 5.  Opinion of Rogers & Wells...................................... 12

Exhibit 24. Consents of Experts and Counsel
            (i)   Rogers & Wells (attorneys) included
                  in Exhibit 5

            (ii)  Deloitte & Touche LLP (accountants)...................... 13

Exhibit 25. Power of Attorney - on signature pages
EXHIBIT 5

                           ROGERS & WELLS LETTERHEAD

                                    November 4, 1997

Lennar Corporation
700 Northwest 107th Avenue
Miami, Florida  33172

Dear Sirs:

            We have acted as counsel to Lennar Corporation  (the  "Company") in
connection with the issuance of 275,650 shares (the "Issued Shares"),  and  the
proposed  issuance  of up to 2,121,128 shares (the "Option Shares" and together
with the Issued Shares,  the  "Shares")  of  common  stock,  par value $.10 per
share, of the Company upon exercise of options granted under the Company's 1991
Stock  Option  Plan.   In that capacity, we are familiar with the  proceedings,
corporate and other, relating  to  the  authorization  of  the  issuance of the
Shares.

            Based  upon the foregoing, and such other examination  of  law  and
fact as we have deemed  necessary, we are of the opinion that the Issued Shares
are, and when issued and  paid  for  upon exercise of options granted under the
Company's 1991 Stock Option Plan, the  Option  Shares  will be, legally issued,
fully paid and non-assessable.

            We  consent  to  the  filing of this opinion as  an  exhibit  to  a
registration statement on Form S-8 relating to the Shares.

                                    Very truly yours,

                                    ROGERS & WELLS
EXHIBIT 24(II)

                         INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by  reference in this Registration Statement of
Lennar Corporation on Form S-8 of our  report dated January 16, 1997, appearing
in the Annual Report on Form 10-K, as amended  by  Form  10-K/A dated September
26, 1997, of Lennar Corporation for the year ended November 30, 1996.

Deloitte & Touche LLP
Miami, Florida

November 3, 1997