UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(d) ofOF THE

~~The~~SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

~~Date of Report (Date of earliest event reported):~~ January 511, 2005

(Date of Report)

LNR PROPERTY CORPORATION

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware	~~001~~1-13223	65-0777234
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(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)
(Address of Principal Executive Offices)		(Zip Code)

(305) 695-5500

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code)

N/A

(Former ~~name~~Name ofor ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~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):

¨	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 28.~~02.~~01 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

~~The~~On ~~information~~January ~~in this Current Report~~11, ~~including the exhibit to it~~2005, ~~is being~~we ~~furnished~~changed ~~and~~the ~~should~~formula ~~not~~by bewhich ~~deemed~~we ~~“filed”~~would ~~for~~determine the ~~purpose~~price ofwe ~~Section~~will 18pay offor ~~the~~our ~~Securities~~7.625% ~~Exchange~~Senior ~~Act~~Subordinated ofNotes ~~1934,~~due as2013 ~~amended,~~and orour 7.25% ~~otherwise~~Senior ~~subject~~Subordinated toNotes ~~the~~due ~~liabilities~~2013 of that ~~Section.~~are ~~This~~properly ~~Current~~tendered ~~Report~~in ~~will~~response ~~not~~to beour ~~incorporated~~previously ~~by reference~~announced ~~into~~tender ~~any~~offer ~~registration~~and ~~statement~~accepted orfor ~~other~~purchase. ~~document~~We ~~filed~~also ~~pursuant~~extended to the ~~Securities~~date ~~Act~~by ofwhich ~~1933,~~tendered asNotes ~~amended,~~and ~~except~~accompanying asconsents ~~may~~must be ~~expressly~~received ~~set~~in ~~forth~~order for byholders ~~specific~~to ~~reference~~be inentitled to a ~~registration~~consent ~~statement~~payment orof ~~other~~$30.00 ~~filing~~per $1,000 principal amount.

OnThe price we will pay for each $1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the offer will be an amount equal to (i) the present value of the redemption price payable for the Notes on the first day on which they are redeemable and all scheduled interest payments on the Notes from the anticipated payment date up to, but not including, the first day on which they are redeemable, using a discount rate equal to the sum of (a) the yield to maturity at 2:00 p.m., New York City time, on January 512, 2005, ~~LNR~~on ~~Property~~a ~~Corporation~~specified ~~issued~~reference aissue ~~press~~of ~~release~~U.S. Treasury Notes, plus (b) 50 basis points, minus (ii) $30.00, plus (iii) accrued but unpaid interest to, but not including, the ~~announcing~~date ~~its~~on ~~earnings~~which the purchase price is paid. The reference issue of U.S. Treasury Notes for our 7.625% Notes is the ~~quarter~~3.25% ~~and~~U.S. ~~year~~Treasury ~~ended~~Notes ~~November~~due 30August 15, ~~2004.~~2008, Aand ~~copy~~the reference issue of ~~this~~U.S. ~~press~~Treasury ~~release~~Notes for our 7.25% Notes is ~~included~~the as3.125% anU.S. Treasury ~~exhibit~~Notes due October 15, 2008. The offer continues to ~~this~~be ~~Report~~open until 5:00 p.m., New York City time, on Friday, January 28, 2005.

On January 12, 2005, we determined that the price we would pay for our 7.625% Notes would be $1,119.07 per $1,000 principal amount and the price we would pay for our 7.25% Notes would be $1,110.92 per $1,000 principal amount, in each instance plus accrued but unpaid interest to the day we pay for the Notes.

In connection with the tender offer, we are soliciting consents from the holders of both issues of Notes to proposed amendments to the indentures under which the Notes were issued. We will make an additional payment in the amount of $30.00 per $1,000 principal amount for all Notes that are properly tendered at or prior 5:00 p.m., New York City time, on Friday, January 14, 2005, and not withdrawn. We had previously required that Notes be properly tendered on or before January 12, 2005 and not withdrawn in order for the holders to be entitled to the consent payment.

Except as described above, all of the terms of the tender offer, including the conditions to it, remain in effect.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description of Document
99.1		Press release issued by LNR Property Corporation on January 511, 2005.
99.2		Amendment to Offer to Purchase and Consent Solicitation dated January 12, 2005.

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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.

	LNR PROPERTY CORPORATION
Date: January 5, 2005
	By:	/s/ Shelly Rubin
	Name:	Shelly Rubin
	Title:	Vice President and Chief Financial Officer
		(Principal Financial Officer)

Dated: January 13, 2005


LNR PROPERTY CORPORATION

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

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EXHIBIT INDEX

Exhibit No.		Description of Document
99.1		Press release issued by LNR Property Corporation on January 511, 2005.
99.2		Amendment to Offer to Purchase and Consent Solicitation dated January 12, 2005.

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