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~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~February TO3, ~~SECTION~~2005 (Date 13of ~~OR 15(d~~Report) ~~OF THE~~

~~SECURITIES~~LNR ~~EXCHANGE~~PROPERTY ~~ACT~~CORPORATION (Exact OFName ~~1934~~of Registrant as Specified in Its Charter)

January 21, 2005

Delaware (State or Other Jurisdiction of Incorporation)	1-13223 (Commission File Number)	65-0777234 (IRS Employer Identification Number)

1601 Washington Avenue, Suite 800, Miami Beach, Florida (Address of Principal Executive Offices)		33139 (Zip Code)

(~~Date~~305) 695-5500 (Registrant's ofTelephone ~~Report~~Number, Including Area Code)

~~LNR~~N/A (Former ~~PROPERTY~~Name ~~CORPORATION~~ or Former Address, if Changed Since Last Report)

(Exact Name of Registrant as Specified in Its Charter)

Delaware		1-13223		65-0777234
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1601 Washington Avenue, Suite 800, Miami Beach, Florida		33139
(Address of Principal Executive Offices)		(Zip Code)

(305) 695-5500

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o: Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o: Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨ Item ~~Written~~5.01. Changes ~~communications~~in ~~pursuant~~Control toof ~~Rule 425 under the Securities Act (17 CFR 230~~Registrant.~~425)~~

¨ On ~~Soliciting~~February ~~material~~3, ~~pursuant~~2005, toLNR ~~Rule~~Property ~~14a-12~~Corporation ~~under~~("LNR") completed the ~~Exchange~~merger ~~Act~~that is the subject of a Plan and Agreement of Merger dated as of August 29, 2004 among LNR, Riley Property Holdings LLC (17which ~~CFR~~is ~~240~~now "LNR Property Holdings Ltd.~~14a-12~~") ("Holdings") and Riley Acquisition Sub Corp. (the "Merger Agreement"). As a result of that transaction, LNR became a wholly owned subsidiary of Holdings. Holdings is 75% owned by funds and accounts managed by Cerberus Capital Management, L.P. and its real estate affiliate Blackacre Institutional Capital Management, LLC and co-investors, 20.4% owned by Stuart Miller, the former Chairman of the Board of LNR, and 4.6% owned by members of LNR's management.

¨ In connection ~~Pre-commencement~~with ~~communications~~its ~~pursuant~~acquisition toof ~~Rule~~LNR, ~~14d-~~Holdings arranged for approximately $3.48 billion of equity and debt financing. Of this, $734 million is being provided as equity investments by the owners of Holdings, $2~~(b)~~.35 billion of debt financing is available under a facility provided by a group of banks for which Goldman Sachs Mortgage Corp. and Deutsche Bank are the ~~Exchange~~agents, ~~Act~~and ~~(17~~$400 million ~~CFR~~is ~~240~~being provided through a private placement of subordinated notes.~~14d-~~ This, plus cash LNR had on hand, including proceeds from a recently completed sale of collateralized debt obligations, provided the approximately $4.2 billion that is being used to pay merger consideration to LNR stockholders of $63.10 per share, to make payments to holders of options, convertible notes and other rights to acquire LNR stock, to refinance substantially all of LNR's material consolidated indebtedness (bincluding approximately $726 million principal amount of senior subordinated notes being purchased as a result of a tender offer by LNR)) and to pay transaction fees and expenses.

¨ Prior to ~~Pre-commencement~~the ~~communications~~merger, ~~pursuant~~Stuart Miller, a trust for his benefit and family partnerships owned approximately 31% of LNR's stock, which, because it consisted primarily of Class B Common Stock, entitled Mr. Miller, the trust and the family partnerships to ~~Rule~~cast ~~13e-4(c)~~approximately ~~under~~77% of all the ~~Exchange~~votes ~~Act~~that ~~(17~~could ~~CFR~~be ~~240~~cast by LNR stockholders.~~13e-4(c))~~

~~Item~~ It was 1a condition to the Merger Agreement, that all of the directors, except for Jeffrey P.01 ~~Entry~~Krasnoff, ~~into~~of aLNR ~~Material~~deliver ~~Definitive~~executed ~~Agreement~~letters of resignation from their positions as directors of LNR to Holdings, to be effective as of the effective time of the merger. Each of the directors has done so. Immediately following the effective time of the merger, LNR appointed the following directors to hold office in accordance with the bylaws of LNR: Ronald E. Schrager and Robert B. Cherry.

~~On January 21, 2005, we sold $915 million face amount of non-investment~~ Additional ~~grade~~information ~~CMBS~~regarding ~~and $304 million face amount of B-Notes and Mezzanine Loans (~~the ~~“Collateral”)~~merger ~~to a qualifying special purpose entity (the “2005 QSPE”). The 2005 QSPE sold $360 million face amount of non-rated notes~~ and ~~issued~~other ~~$360 million~~matters, ~~face~~including ~~amount~~those ofdescribed promissory notes and pledged the Collateral to secure its obligations under these notes. The $720 million proceeds from the sale and issuance of the notes were used to purchase the Collateral from us. The 2005 QSPE also issued $499 face amount of preferred sharesherein, ~~which we retained. We plan to use the proceeds primarily to help finance the merger that~~ is ~~the~~included ~~subject~~in ofLNR's aProxy ~~Plan~~Statement ~~and Agreement of Merger~~ dated ~~August 29~~December 30, 2004, ~~among Riley Property Holdings LLC, Riley Acquisition Sub Corp.~~ and usthe Schedule 13E-3, ~~and~~as ~~related transactions~~amended, ~~including~~which ~~the~~were ~~payment~~filed ofwith ~~consideration to our shareholders for~~ the ~~outstanding~~Securities ~~common stock~~ and ~~Class~~Exchange ~~B common stock, if that transaction is approved by our stockholders~~Commission.

~~Item 9.01. Financial Statements and Exhibits.~~ 2

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Proforma Financial Information.

Not applicable.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this ~~report~~Report to be signed on its behalf by the ~~undersigned~~ undersigned hereunto duly authorized.

~~Dated~~LNR PROPERTY CORPORATION By: ~~January~~/s/ ~~24,~~JEFFREY ~~2005~~P. KRASNOFF Name: Jeffrey P. Krasnoff Title: President

~~LNR PROPERTY CORPORATION By~~Date: February 3, ~~/s/~~2005 ~~Shelly Rubin Name: Shelly Rubin Title: Vice President and Chief Financial Officer (Principal Financial Officer)~~

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