UNITED STATES

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

January 1114, 2005

(Date of Report)

LNR PROPERTY CORPORATION

(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):

¨	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 81.01 ~~Other~~Entry ~~Events.~~into a Material Definitive Agreement.

On January 1114, 2005, we ~~changed~~and ~~the~~U.S. ~~formula~~Bank byTrust ~~which~~National weAssociation, ~~would~~as ~~determine~~Trustee, ~~the~~executed ~~price~~Supplemental weIndentures ~~will~~amending ~~pay~~the ~~for~~Indentures ~~our~~relating to our 7.625% Senior Subordinated Notes due 2013 and our 7.25% Senior Subordinated Notes due 2013. ~~that~~The ~~are~~execution ~~properly~~of ~~tendered~~the inSupplemental ~~response~~Indentures towas ~~our~~accomplished ~~previously~~as ~~announced~~a ~~tender~~result ~~offer~~of ~~and~~the ~~accepted~~receipt ~~for~~of ~~purchase.~~tenders Weand ~~also~~related ~~extended~~consents from the ~~date~~holders byof ~~which~~a ~~tendered~~majority ~~Notes~~in principal ~~and~~amount ~~accompanying~~of ~~consents~~each ~~must~~issue beof ~~received~~Notes in ~~order for~~response ~~holders~~ to beour ~~entitled~~previously toannounced atender ~~consent~~offer ~~payment~~and ofconsent ~~$30~~solicitation.00 ~~per $1,000 principal amount.~~

The ~~price~~Supplemental weIndentures ~~will~~amend ~~pay~~the ~~for~~Indentures ~~each $1,000 principal amount of Notes validly tendered and accepted for payment pursuant~~ to ~~the~~which ~~offer~~they ~~will~~relate ~~be an amount equal~~ to ~~(i)~~eliminate ~~the~~substantially ~~present~~all ~~value~~ of the ~~redemption~~covenants ~~price~~contained ~~payable~~in ~~for~~ the ~~Notes~~ onIndentures other than the ~~first~~covenants ~~day~~to onpay ~~which~~principal ~~they are redeemable~~ and ~~all scheduled~~ interest ~~payments~~when on the Notes ~~from~~are ~~the~~due ~~anticipated~~and ~~payment~~to ~~date~~offer up to, ~~but~~holders ~~not~~of ~~including,~~ the ~~first~~Notes ~~day~~the onright ~~which they are redeemable, using a discount rate equal~~ to ~~the~~tender ~~sum~~their ~~of (a)~~Notes ~~the yield~~ to ~~maturity~~LNR at ~~2:00~~101% ~~p.m.,~~of ~~New~~their ~~York~~principal ~~City~~amount ~~time,~~after ~~on January 12, 2005, on~~ a ~~specified~~change ~~reference~~of ~~issue~~control of ~~U.S.~~us ~~Treasury Notes, plus~~ (~~b) 50 basis points, minus (ii) $30.00, plus (iii) accrued but unpaid interest to, but not~~ including, the ~~date~~ onpreviously ~~which~~announced merger ~~the~~with ~~purchase~~a ~~price~~subsidiary ~~is paid. The reference issue~~ of ~~U.S.~~Riley ~~Treasury~~Property ~~Notes~~Holdings ~~for our 7.625% Notes is the 3.25% U.S. Treasury Notes due August 15~~LLC), ~~2008,~~as ~~and~~well ~~the~~as ~~reference issue of U.S. Treasury Notes for our 7.25% Notes is the 3.125% U.S. Treasury Notes due October 15, 2008. The offer continues~~ to beeliminate ~~open~~certain ~~until~~events ~~5:00~~of pdefault.~~m.,~~ ~~New York City time, on Friday, January 28, 2005.~~

OnEach ~~January~~of ~~12,~~the ~~2005,~~Supplemental weIndentures ~~determined~~became ~~that~~effective when it was executed. However, the ~~price~~amendments weto ~~would~~an ~~pay~~Indenture ~~for~~will ~~our~~not ~~7.625%~~become operative until we pay for the Notes ~~would~~which beare ~~$1,119.07~~the ~~per~~subject ~~$1,000~~of ~~principal~~the ~~amount~~Indenture that are properly tendered in response to a tender offer and ~~the~~consent ~~price~~solicitation we ~~would pay~~have ~~for~~made ~~our~~and 7not validly withdrawn.~~25%~~ ~~Notes~~The ~~would~~tender beoffer ~~$1,110.92~~is ~~per~~conditioned $1on,~~000~~ ~~principal~~among ~~amount~~other things, incompletion ~~each~~of ~~instance~~the merger ~~plus~~with ~~accrued~~a ~~but~~subsidiary ~~unpaid~~of ~~interest~~Riley toProperty Holdings. If the ~~day~~amendments weto ~~pay~~an ~~for~~Indenture become operative, they will be effective from the ~~Notes~~date the related Supplemental Indenture was executed.

InBecause ~~connection with~~ the ~~tender~~Supplemental ~~offer,~~Indentures werelating ~~are~~to ~~soliciting consents from~~ the ~~holders~~two ~~of both~~ issues of ~~Notes to proposed amendments to the indentures under~~Senior ~~which~~Subordinated ~~the~~ Notes ~~were~~have ~~issued.~~been ~~We will make an additional payment in the amount of $30.00 per $1~~executed,~~000~~ ~~principal amount for all~~ Notes ~~that~~of ~~are~~each ~~properly~~issue tendered atin orresponse ~~prior~~to ~~5:00~~our ~~p.m.,~~tender ~~New~~offer ~~York~~can ~~City~~no ~~time,~~longer ~~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~~Item as7.01 ~~described~~Regulation ~~above,~~FD ~~all of the terms of the tender offer, including the conditions to it, remain in effect~~Disclosure.

At 5:00 p.m., New York City time, on January 14, 2005, $325 million principal amount of the 7.625% Senior Subordinated Notes (out of a total of $350 million principal amount) and $390 million principal amount of the 7.25% Senior Subordinated Notes (out of a total of $400 million principal amount) had been properly tendered in response to a tender offer and consent solicitation we commenced on December 30, 2004 and amended on January 12, 2005, and not been validly withdrawn. Tenders of Notes of an issue include consents to the amendments effected by the Supplemental Indenture related to that issue of Notes.

Holders who properly tendered Notes prior to 5:00 p.m., New York City time, on January 14, 2005, and did not validly withdraw them are entitled to receive, in addition to the price being paid for their Notes, a payment of $30.00 per $1,000 principal amount for the consents. Notes can still be tendered until the tender offer expires at 5:00 p.m., New York City time, on January 28, 2005, or any later date to which it may be extended. However, holders who tender Notes after 5:00 p.m., New York City time, on January 14, 2005, will no longer receive payments for consents.

Item 9.01.

Financial Statements and Exhibits.

(c)

Exhibits

Exhibit No.		Description of Document
99.1		~~Press~~First ~~release~~Supplemental ~~issued~~Indenture, bydated as of January 14, 2005, between LNR Property Corporation onand ~~January~~U.S. 11Bank Trust National Association, ~~2005~~as Trustee, (relating to LNR’s 7.625% Subordinated Notes due 2013).
99.2		~~Amendment~~First toSupplemental ~~Offer~~Indenture, todated ~~Purchase~~as of January 14, 2005, between LNR Property Corporation and ~~Consent~~U.S. ~~Solicitation~~Bank ~~dated~~Trust ~~January~~National 12Association, ~~2005~~as Trustee, (relating to LNR’s 7.25% Senior Subordinated Notes due 2013).

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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.

Dated: January 1319, 2005

LNR PROPERTY CORPORATION By: /sS/ ~~Shelly~~SHELLY ~~Rubin~~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~~First ~~release~~Supplemental ~~issued~~Indenture, bydated as of January 14, 2005, between LNR Property Corporation onand ~~January~~U.S. 11Bank Trust National Association, ~~2005~~as Trustee, (relating to LNR’s 7.625% Subordinated Notes due 2013).
99.2		~~Amendment~~First toSupplemental ~~Offer~~Indenture, todated ~~Purchase~~as of January 14, 2005, between LNR Property Corporation and ~~Consent~~U.S. ~~Solicitation~~Bank ~~dated~~Trust ~~January~~National 12Association, ~~2005~~as Trustee, (relating to LNR’s 7.25% Senior Subordinated Notes due 2013).

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