UNITED STATES ~~SECURITIES~~ ~~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 ~~January 4,~~to ~~2005 (Date~~Section of13 ~~Report~~OR 15(d) of

~~LNR~~The ~~PROPERTY~~Securities ~~CORPORATION (Exact~~Exchange ~~Name~~Act of ~~Registrant~~1934 ~~as Specified in Its Charter)~~

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)
(305) 695-5500 (Registrant's Telephone Number, Including Area Code)
N/A (Former Name or Former Address, if Changed Since Last Report)

Date of Report (Date of earliest event reported): January 5, 2005

~~Check the~~LNR ~~appropriate~~PROPERTY ~~box~~CORPORATION ~~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):~~

~~Item~~(Exact ~~8.01 Other~~name ~~Events.~~ of registrant as specified in its charter)

On December 30, 2004, LNR Property Corporation commenced a cash tender offer and consent solicitation for any and all of its 7.625% senior subordinated notes due 2013 and any and all of its 7.25% senior subordinated notes due 2013. A holder's tender of notes will constitute a consent to amend the indenture relating to the issue of notes that are tendered to eliminate certain events of default and substantially all the covenants in the indenture, other than the covenant to pay principal and interest and a covenant requiring us to offer to repurchase notes for 101% of their principal amount during a period of 30 to 45 days following notice that a change in control of us has occurred.

Delaware

001-13223

65-0777234

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

The price we will pay for the notes of an issue that are tendered in response to its offer will be an amount equal to (a) the present value of the redemption price payable for notes of that issue on the first day on which we have the right to redeem them plus all scheduled interest payments from the date we repurchase the notes up to but not including such redemption date, using a discount rate equal to the sum of (i) the yield to maturity on the U.S. Treasury Notes with a maturity date most nearly the same as the earliest redemption date of the notes of that issue, determined as of 2:00 p.m. on the day that is two trading days before the day on which the notes must be tendered to qualify for the consent fee, as calculated by Goldman, Sachs & Co., plus (ii) 100 basis points, minus (b) $30.00 per $1,000 principal amount, plus (c) accrued but unpaid interest to, but excluding, the date on which we repurchase the notes of that issue. However, we will pay a consent fee of $30.00 per $1,000 principal amount for notes that are tendered before 5:00 p.m., New York City time, on January 12, 2005. The offer will expire at 5:00 p.m. New York City time on Friday, January 28, 2005, unless we extend it.


1601 Washington Avenue, Suite 800, Miami Beach, Florida		33139
(Address of principal executive offices)		(Zip Code)

~~Our obligation~~(305) ~~to purchase notes of an issue that are tendered will be conditioned on, among other things, completion of the previously announced merger by which we will be acquired by~~695-5500 Riley Property Holdings LLC, and at least a majority in principal amount of the notes of that issue being properly tendered and not validly withdrawn. We have the right to waive these and the other conditions.

The indenture amendments relating to an issue will become effective if holders of a majority in principal amount of the notes of that issue tender their notes and do not withdraw them before a supplemental indenture relating to the amendments is executed. It is anticipated that the supplemental indenture relating to an issue will be executed promptly after a majority in principal amount of the notes of that issue have been properly tendered and not withdrawn. However, the amendments will not become operative until we pay for the tendered notes, which will not occur until after the tender offer has expired and the merger has taken place (~~unless~~Registrant’s ~~the~~telephone ~~merger agreement is terminated~~number, ~~but~~including wearea ~~decide nonetheless to purchase the tendered notes~~code). ~~If the amendments with regard to an issue of notes become operative, they will be effective as of the date the supplemental indenture was executed.~~

~~Holders who~~N/A tender notes of an issue will be able to withdraw them until the supplemental indenture relating to the notes of that issue is executed. If we do not receive notes and related consents from a majority in aggregate principal amount of notes of an issue, but nonetheless decide to accept the notes of that issue that have been tendered, withdrawal rights with respect to that issue of notes will end at the expiration time of the offer.

~~We have~~(Former ~~engaged~~name ~~Goldman,~~of ~~Sachs &~~former ~~Co.~~address, ~~and~~if ~~Deutsche~~changed ~~Bank~~since ~~Securities Inc.~~last toreport) ~~act as the dealer managers in connection with the offer.~~

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

The information in this Current Report, including the exhibit to it, is being furnished and should not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. This Current Report will not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in a registration statement or other filing.

On January 5, 2005, LNR Property Corporation issued a press release announcing its earnings for the quarter and year ended November 30, 2004. A copy of this press release is included as an exhibit to this Report.

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibits

Exhibit No.		Description of Document
99.1		Press release issued by LNR Property Corporation on ~~December~~January 305, ~~2004~~2005.

SIGNATURES

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

Dated: January 4, 2005


	LNR PROPERTY CORPORATION

Date: January 5, 2005

	By:	/s/ Shelly Rubin
	Name:	Shelly Rubin
	Title:	Vice President and Chief Financial Officer
		(Principal Financial Officer)

LNR PROPERTY CORPORATION By: /s/ SHELLY RUBIN Name: Shelly Rubin Title: Vice President and Chief Financial Officer (Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.		Description of Document
99.1		Press release issued by LNR Property Corporation on ~~December~~January 305, ~~2004~~2005.

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