FILE NO. 333-
===============================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            _______________________

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

                           LNR PROPERTY CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                           65-0777234
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                     760 NORTHWEST 107TH AVENUE, SUITE 300
                             MIAMI, FLORIDA  33172
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                LNR PROPERTY CORPORATION 1997 STOCK OPTION PLAN
                             (FULL TITLE OF PLAN)
                            _______________________

                               STEVEN J. SAIONTZ
                           LNR PROPERTY CORPORATION
                          760 NORTHWEST 107TH AVENUE
                             MIAMI, FLORIDA  33172
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

  TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (305) 485-2000

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


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
     Title of Securities         Amount to be             Proposed                Proposed              Amount of
      to be Registered            Registered               Maximum                 Maximum          Registration Fee
                                                       Offering Price             Aggregate
                                                          Per Share            Offering Price{*}
<S>                          <C>                   <C>                     <C>                     <C>
Common Stock, par
value $.10 per share               2,615,600               $16.4375                $42,993,925             $12,683.21
</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 August
    31, 1998.


<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
December 1997 distributed to the employees of LNR Property Corporation who held
options granted under the  LNR Property Corporation 1997 Stock Option Plan or a
Booklet dated November 1997 distributed to employees of Lennar Corporation (the
former sole stockholder of LNR Property Corporation and its predecessors) under
the  Lennar Corporation 1991  Stock  Option  Plan.   Each  of  those  Booklets,
together  with  the  documents  incorporated by reference pursuant to 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  (i) under the LNR Property
Corporation  1997 Stock Option Plan or (ii) upon exercise  of  options  granted
under the Lennar Corporation 1991 Stock Option Plan while the registrant or its
predecessors were  wholly  owned  by  Lennar  Corporation, by affiliates of LNR
Property Corporation, as defined in Rule 405 under  the Securities Act of 1933,
as amended.



<PAGE>

PROSPECTUS



                               2,615,600 shares

                           LNR PROPERTY CORPORATION

                                 COMMON STOCK

                          (Par Value $.10 per share)

      The shares of Common Stock of LNR Property Corporation (the "Company") to
which this Prospectus relates may be offered from time  to  time  by the people
described  under  "Selling  Security  Holders"  on the New York Stock Exchange,
where the Company's Common Stock 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 760  Northwest  107th  Avenue,  Suite  300,  Miami,  Florida  33172
(Telephone No. (305) 485-2000).


            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 August 31, 1998




<PAGE>
                               TABLE OF CONTENTS
                               _________________



                                                                          PAGE

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

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

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

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

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


                          INCORPORATION BY REFERENCE

      The Company  incorporates  by  reference  into  this  Prospectus  (a) the
Company's Annual Report on Form 10-K for the year ended November 30, 1997,  (b)
all  other  reports  filed by the Company pursuant to Section 13(a) or 15(d) of
the Securities Exchange  Act  of  1934, as amended, since November 30, 1997 and
(c) the description of the Company's  Common  Stock  contained in the Company's
registration statement under Section 12 of the Securities Exchange Act relating
to the Company's Common Stock, including any amendment  or report filed for the
purpose of updating that description.  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 LNR  Property  Corporation,  760  N.W. 107th Avenue, Suite 300,
Miami,  Florida  33172, Attention: Financial Vice President,  telephone  number
(305) 485-2000.


                             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, Suit 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  of Common Stock of the Company they  acquire  through
exercise of options granted under the Company's 1997 Stock Option Plan or under
the Lennar Corporation 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


                                     2

<PAGE>

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.
Shares which are sold may include shares in which Selling Security Holders have
granted security interests  and  which are being sold because of foreclosure of
those security interests.  There is no present plan of distribution.


                    SEC POSITION REGARDING INDEMNIFICATION

      The  Company's  by-laws  provide  for  indemnification  of  officers  and
directors, among other things, in  instances  in which they acted in good faith
and in a manner they reasonably believed to be  in, or not opposed to, the best
interests of the Company and in which, with respect  to  criminal  proceedings,
they had no reasonable cause to believe their conduct was unlawful.

      Insofar  as  indemnification for liabilities arising under the Securities
Act 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.


                                       3



<PAGE>
                                    PART II


Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
            _______________________________________

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

            (a)   The Company's Annual Report  on  Form 10-K for the year ended
November 30, 1997.

            (b)   All other reports filed by the Company  pursuant  to  Section
13(a)  or  15(d)  of  the  Securities  Exchange  Act of 1934, as amended, since
November 30, 1997.

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


            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  by-laws  provides  for  indemnification of
            directors and officers, among other things, in instances  in  which
            they  acted  in good faith and in a manner they reasonably believed
            to be in, or not opposed to, the best interests of the Company, and
            in which, with  respect to criminal proceedings, they had no reason
            to believe that conduct was unlawful.

                  Directors and  officers  may  also  be entitled 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 LLP.

            Exhibit 24. Consents of Accountants and Counsel.



                                        II-1

<PAGE>
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 31st day  of
August 1998.

                                      LNR PROPERTY CORPORATION

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


                               POWER OF ATTORNEY

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

      Pursuant  to  the  requirements  of  the Securities  Act  of  1933,  this
Registration 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>
/s/ Steven J. Saiontz
__________________________________          Chief Executive Officer and Director           August 31, 1998
       Steven J. Saiontz                    (Principal Executive Officer)

/s/ Shelly Rubin
__________________________________          Financial Vice President                       August 31, 1998
         Shelly Rubin                       (Principal Financial Officer)

/s/ J.T. McMickle
__________________________________          Controller                                     August 31, 1998
         J.T. McMickle                      (Principal Accounting Officer)

/s/ Stuart A. Miller
__________________________________          Director                                       August 31, 1998
       Stuart A. Miller

/s/ Leonard Miller
__________________________________          Director                                       August 31, 1998
        Leonard Miller


__________________________________          Director                                       August __, 1998
        Brian L. Bilzin


__________________________________          Director                                       August __, 1998
          Sue M. Cobb


__________________________________          Director                                       August __, 1998
      Carlos M. de la Cruz

/s/ Jeffrey P. Krasnoff
__________________________________          Director                                       August 31, 1998 
      Jeffrey P. Krasnoff
</TABLE>
                                       S-1
<PAGE>
                                 EXHIBIT INDEX


                                                            PAGE IN SEQUENTIAL
                                                            __________________
EXHIBIT                                                       NUMBERING SYSTEM
_______                                                     __________________
                                

Exhibit 5.1    Opinion of Rogers & Wells LLP............................... 11

Exhibit 24.1   Consent of Rogers & Wells LLP (attorneys) included
               in Exhibit 5.1

Exhibit 24.2   Consnet of Deloitte & Touche LLP (accountants).............. 12

Exhibit 25.1   Power of Attorney - on signature pages


<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22122}]
{"company-data": {"conformed-name": "LNR PROPERTY CORP", "cik": "0001043044", "assigned-sic": "6513", "irs-number": "650777234", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62751", "film-number": "98703191"}, "business-address": {"street1": "760 NW 107TH AVE", "city": "MIAMI", "state": "FL", "zip": "33172", "phone": "3054852000"}, "mail-address": {"street1": "760 NW 107TH AVE", "city": "MIAMI", "state": "FL", "zip": "33172"}}
FILE NO. 333-
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            _______________________

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

                           LNR PROPERTY CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                           65-0777234
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                     760 NORTHWEST 107TH AVENUE, SUITE 300
                             MIAMI, FLORIDA  33172
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                LNR PROPERTY CORPORATION 1997 STOCK OPTION PLAN
                             (FULL TITLE OF PLAN)
                            _______________________

                               STEVEN J. SAIONTZ
                           LNR PROPERTY CORPORATION
                          760 NORTHWEST 107TH AVENUE
                             MIAMI, FLORIDA  33172
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

  TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (305) 485-2000

                                  COPIES TO:
                           DAVID W. BERNSTEIN, ESQ.
                                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 Fee
                                                       Offering Price             Aggregate
                                                          Per Share            Offering Price{*}
Common Stock, par
value $.10 per share               2,615,600               $16.4375                $42,993,925             $12,683.21
*   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 August
    31, 1998.
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
December 1997 distributed to the employees of LNR Property Corporation who held
options granted under the  LNR Property Corporation 1997 Stock Option Plan or a
Booklet dated November 1997 distributed to employees of Lennar Corporation (the
former sole stockholder of LNR Property Corporation and its predecessors) under
the  Lennar Corporation 1991  Stock  Option  Plan.   Each  of  those  Booklets,
together  with  the  documents  incorporated by reference pursuant to 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  (i) under the LNR Property
Corporation  1997 Stock Option Plan or (ii) upon exercise  of  options  granted
under the Lennar Corporation 1991 Stock Option Plan while the registrant or its
predecessors were  wholly  owned  by  Lennar  Corporation, by affiliates of LNR
Property Corporation, as defined in Rule 405 under  the Securities Act of 1933,
as amended.
PROSPECTUS

                               2,615,600 shares

                           LNR PROPERTY CORPORATION

                                 COMMON STOCK

                          (Par Value $.10 per share)

      The shares of Common Stock of LNR Property Corporation (the "Company") to
which this Prospectus relates may be offered from time  to  time  by the people
described  under  "Selling  Security  Holders"  on the New York Stock Exchange,
where the Company's Common Stock 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 760  Northwest  107th  Avenue,  Suite  300,  Miami,  Florida  33172
(Telephone No. (305) 485-2000).

            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 August 31, 1998
TABLE OF CONTENTS
                               _________________

                                                                          PAGE

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

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

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

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

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

                          INCORPORATION BY REFERENCE

      The Company  incorporates  by  reference  into  this  Prospectus  (a) the
Company's Annual Report on Form 10-K for the year ended November 30, 1997,  (b)
all  other  reports  filed by the Company pursuant to Section 13(a) or 15(d) of
the Securities Exchange  Act  of  1934, as amended, since November 30, 1997 and
(c) the description of the Company's  Common  Stock  contained in the Company's
registration statement under Section 12 of the Securities Exchange Act relating
to the Company's Common Stock, including any amendment  or report filed for the
purpose of updating that description.  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 LNR  Property  Corporation,  760  N.W. 107th Avenue, Suite 300,
Miami,  Florida  33172, Attention: Financial Vice President,  telephone  number
(305) 485-2000.

                             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, Suit 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  of Common Stock of the Company they  acquire  through
exercise of options granted under the Company's 1997 Stock Option Plan or under
the Lennar Corporation 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

                                     2
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.
Shares which are sold may include shares in which Selling Security Holders have
granted security interests  and  which are being sold because of foreclosure of
those security interests.  There is no present plan of distribution.

                    SEC POSITION REGARDING INDEMNIFICATION

      The  Company's  by-laws  provide  for  indemnification  of  officers  and
directors, among other things, in  instances  in which they acted in good faith
and in a manner they reasonably believed to be  in, or not opposed to, the best
interests of the Company and in which, with respect  to  criminal  proceedings,
they had no reasonable cause to believe their conduct was unlawful.

      Insofar  as  indemnification for liabilities arising under the Securities
Act 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.

                                       3
PART II

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
            _______________________________________

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

            (a)   The Company's Annual Report  on  Form 10-K for the year ended
November 30, 1997.

            (b)   All other reports filed by the Company  pursuant  to  Section
13(a)  or  15(d)  of  the  Securities  Exchange  Act of 1934, as amended, since
November 30, 1997.

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

            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  by-laws  provides  for  indemnification of
            directors and officers, among other things, in instances  in  which
            they  acted  in good faith and in a manner they reasonably believed
            to be in, or not opposed to, the best interests of the Company, and
            in which, with  respect to criminal proceedings, they had no reason
            to believe that conduct was unlawful.

                  Directors and  officers  may  also  be entitled 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 LLP.

            Exhibit 24. Consents of Accountants and Counsel.

                                        II-1
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 31st day  of
August 1998.

                                      LNR PROPERTY CORPORATION

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

                               POWER OF ATTORNEY

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

      Pursuant  to  the  requirements  of  the Securities  Act  of  1933,  this
Registration Statement has been signed below  by  the  following persons in the
capacities and on the dates indicated.
NAME                                        TITLE                                  DATE
                   ____                                        _____                                  ____
/s/ Steven J. Saiontz
__________________________________          Chief Executive Officer and Director           August 31, 1998
       Steven J. Saiontz                    (Principal Executive Officer)

/s/ Shelly Rubin
__________________________________          Financial Vice President                       August 31, 1998
         Shelly Rubin                       (Principal Financial Officer)

/s/ J.T. McMickle
__________________________________          Controller                                     August 31, 1998
         J.T. McMickle                      (Principal Accounting Officer)

/s/ Stuart A. Miller
__________________________________          Director                                       August 31, 1998
       Stuart A. Miller

/s/ Leonard Miller
__________________________________          Director                                       August 31, 1998
        Leonard Miller

__________________________________          Director                                       August __, 1998
        Brian L. Bilzin

__________________________________          Director                                       August __, 1998
          Sue M. Cobb

__________________________________          Director                                       August __, 1998
      Carlos M. de la Cruz

/s/ Jeffrey P. Krasnoff
__________________________________          Director                                       August 31, 1998 
      Jeffrey P. Krasnoff
S-1
EXHIBIT INDEX

                                                            PAGE IN SEQUENTIAL
                                                            __________________
EXHIBIT                                                       NUMBERING SYSTEM
_______                                                     __________________
                                

Exhibit 5.1    Opinion of Rogers & Wells LLP............................... 11

Exhibit 24.1   Consent of Rogers & Wells LLP (attorneys) included
               in Exhibit 5.1

Exhibit 24.2   Consnet of Deloitte & Touche LLP (accountants).............. 12

Exhibit 25.1   Power of Attorney - on signature pages