As filed with the Securities and Exchange Commission on April 30, 1996
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
LENNAR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 59-1281887
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

700 NORTHWEST 107TH AVENUE
MIAMI, FLORIDA 33172
(305) 559-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
____________________
LEONARD MILLER
PRESIDENT
LENNAR CORPORATION
700 NORTHWEST 107TH AVENUE
MIAMI, FLORIDA 33172
(305) 559-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
___________________
COPIES TO:
DAVID W. BERNSTEIN
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
___________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /x/
___________________
CALCULATION OF REGISTRATION FEE

==============================================================================================================
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- --------------------------------------------------------------------------------------------------------------

Common Stock, Preferred Stock,
Debt Securities and Warrants(1) . . (3)(4) (3) $300,000,000(2) $103,449(4)
==============================================================================================================

(1) Includes shares of Common Stock which may be issued upon conversion of
Preferred Stock or Debt Securities, or exercise of Warrants, which are
being registered.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Not applicable, as provided in General Instruction D to Form S-3.
(4) Includes $200,000,000 of securities carried forward from Registration
Statement 33-53003 and $68,966 of the registration fee paid with
regard to that Registration Statement.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
================================================================================

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR ANY
OFFERS TO BUY MAY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION AND OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN
ANY STATE IN WHICH SUCH OFFER, SOLICITATION OF SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED APRIL 30, 1996

LENNAR CORPORATION

COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
AND
WARRANTS

___________________

Lennar Corporation (the "Company") may from time to time
offer its Common Stock, Preferred Stock (which may be issued in one
or more series), Debt Securities (which may be issued in one or more
series) or Warrants entitling the holders to purchase Common Stock,
Preferred Stock or Debt Securities (together "Securities") at an
aggregate initial offering price which will not exceed $300 million.
Securities may be offered from time to time in amounts, at prices and
on terms which will be determined at the time of sale. Offerings may
be of particular Securities or of units consisting of two or more
types of Securities. The Company may sell Securities to or through
underwriters, through agents or directly to purchasers.

The terms of particular Securities offered by the Company
will be described in a Prospectus Supplement which will accompany
this Prospectus, and may be described in a term sheet which precedes
the Prospectus Supplement. A Prospectus Supplement relating to a
series of Preferred Stock will describe, to the extent applicable,
its title, maximum number of shares, liquidation preference per
share, dividend rights (which may be fixed or participating and may
be cumulative or non-cumulative), voting rights, conversion rights,
redemption provisions and sinking fund or purchase fund requirements,
as well as any other material terms. A Prospectus Supplement
relating to a series of Debt Securities will describe, to the extent
applicable, its title, aggregate principal amount, maturity, interest
rate (which may be fixed or variable), currency of payment, interest
payment dates, conversion rights, redemption provisions and sinking
fund or purchase fund requirements, as well as any other material
terms. A Prospectus Supplement relating to an issue of Warrants will
describe the Securities which can be purchased by exercise of the
Warrants, the exercise price of the Warrants (which may be wholly or
partly consideration other than cash) and the period during which the
Warrants can be exercised, as well as any other material terms.

Each Prospectus Supplement will also contain the names of
the underwriters or agents, if any, through which the Securities to
which it relates will be sold, the initial public offering price,
information about securities exchanges or automated quotation systems
on which the Securities will be listed or traded and any other
material information about the offering and sale of the Securities.

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 OF THE CONTRARY
IS A CRIMINAL OFFENSE.

___________________

The date of this Prospectus is April 30, 1996

NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE APPLICABLE PROSPECTUS SUPPLEMENT. IF GIVEN OR MADE, THAT INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR BY ANY AGENT, UNDERWRITER OR DEALER. THIS PROSPECTUS DOES NOT, AND NO
PROSPECTUS SUPPLEMENT WILL, CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR
THAT PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE OF SECURITIES WILL,
UNDER ANY CIRCUMSTANCES, IMPLY THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS CORRECT AT ANY TIME AFTER ITS DATE.

TABLE OF CONTENTS

Page
----

Available Information . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . 5
Selected Operating Data . . . . . . . . . . . . . . . . . . . . . 6
Description of Debt Securities . . . . . . . . . . . . . . . . . 7
Description of Warrants . . . . . . . . . . . . . . . . . . . . . 8
Description of Capital Stock . . . . . . . . . . . . . . . . . . . 9
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

AVAILABLE INFORMATION

Lennar Corporation ("Lennar" or the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). All reports and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 and the following Regional Offices of the
Commission: 7 World Trade Center, New York, New York 10048 and 500 West Madison
Street, 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 Common Stock of the Company
is listed on the New York Stock Exchange, 20 Broad Street, New York, New York
10005 and reports and other information concerning the Company can also be
inspected at the offices of that Exchange.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission (File
No. 1-6643) are incorporated by reference in this Prospectus:

Annual Report on Form 10-K for the fiscal year ended
November 30, 1995.

Quarterly Report on Form 10-Q for the period ended
February 29, 1996.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior to the termination of the offering made by this Prospectus
will be deemed to be incorporated by reference in this Prospectus and to be a
part of this Prospectus from the dates they are filed. Any statement contained
in this Prospectus or in a document incorporated by reference in this
Prospectus will be deemed to be modified or superseded for purposes of this
Prospectus to the extent a statement in any subsequently filed document which
is incorporated by reference in this Prospectus modifies or supersedes the
earlier statement.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of the documents
incorporated by reference in this Prospectus, other than exhibits to those
documents which are not specifically incorporated by reference. Requests
should be directed to: Lennar Corporation, 700 Northwest 107th Avenue, Miami,
Florida 33172, Attention: Director of Shareholder Relations (Telephone: (305)
559-4000).

THE COMPANY

The Company is a diversified national real estate company with three
principal businesses: homebuilding, real estate investment and financial
services. The Company's homebuilding operations include the construction and
sale of homes, as well as the purchase, development and sale of residential
land. The Investment Division is involved in the ownership, development,
management and leasing, as well as the acquisition and sale, of commercial real
estate and other real estate related assets. The financial services operations
consist of mortgage loan origination and servicing, closing and title services
and investments in rated commercial real estate mortgage-backed securities.

Homebuilding

The Company and its predecessor have been building homes since 1954.
The Company believes that, since its acquisition of Development Corporation of
America in 1986, it has each year delivered more homes in Florida than any
other homebuilder. The Company has been building homes in Arizona since 1972,
where it currently is one of the leading homebuilders. The Company began
building homes in the Dallas/Fort Worth area of Texas in 1991 and in Houston in
1992. Its 1995 acquisition of the residential assets and operations of
Friendswood Development Company and Village Builders made the Company the
largest homebuilder in Houston and one of the largest in Texas. In 1995, the
Company acquired the secured debt of Bramalea of California, Inc., a
homebuilder. It expects to convert that debt into an equity position in the
summer of 1996 and commence homebuilding operations. In 1996, it became a
general partner of a partnership formed to complete land development and sell
homesites in a master-planned community in Orange County. The Company has
constructed and sold over 125,000 homes to date.

The Company is involved in all phases of planning and building in its
residential communities, including land acquisition, site planning, preparation
of land, improvement of undeveloped and partially developed acreage and design,
construction and marketing of homes. The Company subcontracts virtually all
segments of development and construction to others. The Company sells
single-family attached and detached homes and condominiums in buildings
generally one to five stories in height. Homes sold by the Company are
primarily in the moderate price range for the areas in which they are located.
They are targeted primarily at first time homebuyers, move-up homebuyers and,
in some communities, retirees.

The Company has been engaged for more than 25 years in developing and
managing commercial and residential income-producing properties. At November
30, 1995, through its Investment Division, the Company owned and was managing
more than 2,800 rental apartment units (which were approximately 86% occupied)
and more than 2.2 million square feet of office buildings, warehouses and
neighborhood retail centers (which were approximately 86% occupied), as well as
two hotels with a total of 462 rooms, a mobile home park and golf and other
recreational facilities in various communities. At times, when properties
reach what the Company believes to be optimum value, the Company sells them.

Investment

Since 1992, the Investment Division has been acquiring, by itself and
through partnerships, portfolios of real estate assets which it believes it can
liquidate at a profit and from which it can generate rental, interest and other
income during the liquidation process which can last several years. As of
November 30, 1995, the Investment Division had entered into eleven
partnerships. The Company's equity interests in these partnerships

range from 25% to 50% (which in one instance includes an investment by the
Company's Financial Services Division). In addition to the Company's
participating in the partnerships' purchases of portfolios of real estate
assets, the Investment Division oversees the management of those portfolios,
for which it receives management fees. A portfolio may consist of a
combination of performing loans, non-performing loans and real estate. With
regard to performing loans, principal and interest payments are collected until
the loans are paid in full, or the loans are used as collateral for
non-recourse debt (which has the effect of accelerating the partnerships' cash
realization). With regard to non-performing loans, the partnerships attempt to
renegotiate the terms with the borrowers or pursue other remedies, depending on
the circumstances. These loans either become performing, are paid off, or the
partnerships become the owners of the underlying real estate. This real estate
is then managed and value enhanced until it is sold.

In several instances, loans held by partnerships have been grouped
into pools, which have issued rated and unrated securities entitling the
holders to the future proceeds of the loans. Often, the partnerships retain
the unrated portions of the securities issued. Since 1994, the Investment
Division began acquiring, at substantial discounts from their face amounts,
unrated portions of commercial mortgage-backed securities issued by others.
The Investment Division is the special servicer on behalf of all holders of
these securities, both those issued by the partnerships and by others. The
principal business of the special servicer is the management of real estate
loans requiring attention.

Financial Services

The Company's financial services subsidiaries originate mortgage
loans, service mortgage loans which they and other lenders originate, purchase
and re-sell mortgage loan pools (often retaining the servicing rights), arrange
title insurance and provide closing services. This division also invests in
issues of rated portions of commercial real estate mortgage-backed securities
for which Lennar's Investment Division is the special servicer and an investor
in the unrated portions of those securities. Additionally in 1995, this
division acquired an equity interest in a partnership in which the Investment
Division also owns an equity interest.

Through two of the financial services subsidiaries, the Company
provides conventional, FHA-insured and VA-guaranteed mortgage loans to buyers
of the Company's homes and others from offices located in Florida, California,
Arizona, Texas, North Carolina and Maryland. In 1995, loans to buyers of the
Company's homes represented approximately 20% of the Company's $650 million of
loan originations. The Company sells the loans it originates in the secondary
mortgage market, generally on a non-recourse basis, and retains most of the
servicing rights. The Company also services loans for the Government National
Mortgage Association (Ginnie Mae), the Federal National Mortgage Association
(Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) and
other mortgage investors. At November 30, 1995, it had a servicing portfolio
of approximately 44,300 loans with an unpaid principal balance of approximately
$3.4 billion.

SELECTED FINANCIAL DATA

The following financial data, except the ratios of earnings to fixed
charges, at November 30, 1995 and 1994, and for the fiscal years in the
three-year period ended November 30, 1995 and at February 29, 1996 and for the
three month period ended February 29, 1996 and February 28, 1995, are derived
from, and are qualified by reference to, the consolidated financial statements
included in the Company's Annual Report on Form 10-K for the year ended
November 30, 1995 and its Quarterly Report on Form 10-Q for the period ended
February 29, 1996. The financial statements at February 29, 1996 and for the
periods ended February 29, 1996 and February 28, 1995 have been prepared by
management without audit by independent public accountants. In the opinion of
management, they contain all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the information contained in
them. The results of operations for the three months ended February 29, 1996
are not necessarily indicative of what results will be for the entire year.

Three Months Ended FISCAL YEARS ENDED NOVEMBER 30,
------------------- --------------------------------------------------
FEBRUARY FEBRUARY
29, 1996 28, 1995 1995 1994 1993 1992 1991
--------- --------- --------- --------- ---------- --------- ---------
(Dollars in thousands, except per share amounts)

Results of Operations:
Revenues:
Homebuilding............... $ 174,882 138,427 665,510 647,750 532,150 308,983 224,186
Investment................. $ 31,561 28,555 139,482 106,343 58,955 40,164 35,188
Financial services......... $ 18,362 12,131 57,787 54,348 59,204 56,723 37,688
Limited-purpose finance
subsidiaries............. $ 1,719 2,070 7,689 9,485 14,355 21,164 26,070
------- ------- ------- ------- -------- -------- ---------
Total revenues.......... $ 226,524 181,183 870,468 817,926 664,664 427,034 323,132

Operating earnings- business
segments: $
Homebuilding............... $ 13,958 11,310 58,530 70,645 60,207 38,063 23,041
Investment................. $ 16,170 15,302 67,688 51,904 28,497 16,992 10,419
Financial services......... $ 6,934 3,873 19,013 14,844 15,104 16,411 15,830

Corporate general and
administrative expenses..... $ 2,970 2,456 10,523 10,309 8,670 8,833 7,921

Earnings before income taxes
and cumulative effect of
changes in accounting
principles.................. $ 28,201 24,602 115,455 111,746 82,054 45,363 33,043

Net earnings................. $ 17,203 15,007 70,427 69,126 52,511 29,146 21,148

Per share amounts (1):
Earnings before cumulative
effect of changes in
accounting principles.... $ .48 .42 1.95 1.89 1.51 .95 .70
Net earnings............... $ .48 .42 1.95 1.92 1.51 .95 .70
Cash dividends - common
stock.................... $ .025 .025 .10 .095 .08 .08 .08
Cash dividends - Class B
common stock............. $ .0225 .0225 .09 .084 .067 .067 .067

Ratio of earnings to fixed
charges (2)................. 3.0x 3.1x 3.7x 3.8x 3.3x 2.1x 1.7x
Ratio of earnings to fixed
charges (excluding limited-
purpose finance
subsidiaries) (2)........... 3.3x 3.6x 4.2x 4.9x 4.9x 3.4x 3.0x

SELECTED FINANCIAL DATA (CONTINUED)

FINANCIAL POSITION (END OF
PERIOD):
Total assets . . . . . . $ 1,605,153 1,275,207 1,442,362 1,293,223 1,195,490 980,261 862,273
Total debt . . . . . . . $ 769,789 545,365 635,761 566,312 531,480 496,205 426,150
Stockholders' equity . . $ 624,842 548,751 607,794 534,088 467,473 319,330 291,237
Shares outstanding
(000's) . . . . . . . . 35,888 35,806 35,864 35,768 35,716 30,440 30,312
Shareholders' equity per
share (1) . . . . . . . $ 17.41 15.33 16.95 14.93 13.09 10.49 9.61

________________________________________________

(1) All per share amounts and shares outstanding have been restated to
reflect a two-for-one stock split effective February 25, 1992 and a
three-for-two stock split effective April 5, 1994.
(2) For the purpose of calculating the ratio of earnings to fixed
charges, "earnings" consist of income before income taxes and
cumulative effect of changes in accounting principles plus "fixed
charges." "Fixed charges" consist of interest on all indebtedness
(neither the Company nor any of its subsidiaries has any material
original issue discount or capitalized lease obligations).

SELECTED OPERATING DATA

Number of homes delivered.. 1,176 956 4,680 4,965 4,634 3,039 2,480
Backlog of home sales
contracts................ 2,274 1,704 1,802 1,703 2,105 1,788 1,039
Dollar value of backlog.... $ 336,755 244,615 255,141 247,006 264,342 190,722 106,488
Number of loans in
servicing portfolio...... 43,720 45,300 44,300 45,200 47,000 52,100 40,100
Unpaid principal balance
of servicing portfolio... $3,400,000 3,400,000 3,400,000 3,400,000 3,400,000 3,800,000 2,800,000

DESCRIPTION OF DEBT SECURITIES

The Debt Securities will be issued under an Indenture (the
"Indenture") dated as of April 5, 1994 between the Company and The First
National Bank of Chicago, as Trustee (the "Trustee"). The following statements
are subject to the detailed provisions of the Indenture and are qualified in
their entirety by reference to the Indenture, a copy of which is filed as an
exhibit to the Registration Statement of which this Prospectus is a part and is
also available for inspection at the office of the Trustee. All references to
"Section," "Article" or "Paragraph" in this section refer to the applicable
Section or Article of the Indenture or the applicable Paragraph in the form of
Debenture included in the Indenture, as the case may be.

GENERAL

The Debt Securities will be unsecured obligations of the Company. The
Indenture does not limit the principal amount of Debt Securities that may be
issued. However, the Debt Securities offered by this Prospectus will be
limited to Debt Securities which, together with the other Securities offered by
this Prospectus, will have an aggregate initial offering price of not more than
$300,000,000. The Debt Securities may be issued in one or more series.
Specific terms of each series of Debt Securities will be contained in a
supplemental indenture relating to that series. There will be Prospectus
Supplements relating to particular series of Debt Securities. Each Prospectus
Supplement will describe, as to the Debt Securities to which it relates: (i)
the title of the Debt Securities; (ii) any limit upon the aggregate principal
amount of a series of Debt Securities which may be issued; (iii) the date or
dates on which principal of the Debt Securities will be payable and the amount
of principal which will be payable; (iv) the rate or rates (which may be fixed
or variable) at which the Debt Securities will bear interest, if any, as well
as the dates from which interest will accrue, the dates on which interest will
be payable and the record date for the interest payable on any payment date;
(v) the currency or currencies in which principal, premium, if any, and
interest, if any, will be paid; (vi) the place or places where principal,
premium, if any, and interest, if any, on the Debt Securities will be payable
and where Debt Securities which are in registered form can be presented for
registration of transfer or exchange; (vii) any provisions regarding the right
of the Company to redeem Debt Securities or of holders to require the Company
to redeem Debt Securities; (viii) the right, if any, of holders of the Debt
Securities to convert them into stock or other securities of the Company,
including any provisions intended to prevent dilution of the conversion rights
or otherwise; (ix) any provisions by which the Company will be required or
permitted to make payments to a sinking fund which will be used to redeem Debt
Securities or a purchase fund which will be used to purchase Debt Securities;
(x) the percentage of the principal amount of the Debt Securities which is
payable if maturity of the Debt Securities is accelerated because of a default;
and (xi) any other material terms of the Debt Securities.

The Indenture does not contain any restrictions on the payment of
dividends or the repurchase of securities of the Company or any financial
covenants. However, Supplemental Indentures relating to particular series of
Debt Securities may contain provisions of that type.

FORM OF DEBT SECURITIES

Debt Securities may be certificated or uncertificated and may be
issued in registered form with or without coupons or in bearer form with
coupons, if applicable.

Debt Securities of a series may be evidenced by one or more global
certificates, which will be in denominations equal to all or a portion of the
aggregate principal amount of the Debt Securities of that series. The global
certificates may be deposited with depositaries and may be subject to
restrictions upon transfer or upon exchange for Debt Securities in individually
certificated form.

EVENTS OF DEFAULT AND REMEDIES

An Event of Default with respect to the Debt Securities of any series
("Series Debt") is defined in the Indenture as being default in payment of the
principal of or premium, if any, on any of the Series Debt; default for 30 days
(or another period specified in a supplemental indenture relating to a
particular series of Debt Securities, which may be no period) in payment of any
installment of interest on the Series Debt; default by the Company for 45 days
after notice in the observance or performance of any other covenants in the
Indenture and certain events involving bankruptcy, insolvency or reorganization
of the Company (Section 6.01). The Indenture provides that the Trustee may
withhold notice to the holders of Series Debt of any default (except a default
in payment of principal, premium, if any, or interest, if any, with respect to
the Series Debt) if the Trustee considers it in the interest of the holders of
the Series Debt to do so (Section 7.05).

The Indenture provides that if any Event of Default has occurred and
is continuing, the Trustee or the holders of not less than 25% in principal
amount of the Series Debt then outstanding may declare the principal of all the
Series Debt to be due and payable immediately. However, if the Company cures
all defaults (except the failure to pay principal, premium or interest which
became due solely because of the acceleration) and certain other conditions are
met, that declaration may be annulled and past defaults may be waived by the
holders of a majority in principal amount of the Series Debt then outstanding.
(Section 6.02).

The holders of a majority in principal amount of the Series Debt then
outstanding will have the right to direct the time, method and place of
conducting any proceedings for any remedy available to the Trustee, subject to
certain limitations specified in the Indenture (Section 6.05).

MODIFICATION OF THE INDENTURE

The Indenture contains provisions permitting the Company and the
Trustee, (a) with the consent of the holders of not less than a majority in
principal amount of the Debt Securities at the time outstanding, to modify the
Indenture or any supplemental indenture or the rights of the holders of the
Debt Securities generally, and (b) with the consent of the holders of not less
than a majority in principal amount of any Series Debt, to modify any
supplemental indenture relating solely to that Series Debt or the rights of the
holders of that Series Debt, except that no modification may (i) extend the
fixed maturity of any Debt Securities, reduce the rate or extend the time for
payment of interest on any Debt Securities, reduce the principal amount of any
Debt Securities or premium, if any, on it, impair or affect the right of a
holder to institute suit for the payment of principal, premium, if any, or
interest, if any, change the currency in which any Debt Securities are payable
or impair the right, if any, to convert any Debt Securities into Common Stock
or other securities of the Company, without the consent of holder of each Debt
Securities who will be affected, or (ii) reduce the percentage of Debt
Securities or Series Debt required to consent to an amendment, supplement or
waiver, without the consent of the holders of all the then outstanding Debt
Securities or of the Series Debt which will be affected. (Section 9.02)

CONCERNING THE TRUSTEE

The First National Bank of Chicago, the Trustee under the Indenture,
provides, and may continue to provide, banking services to the Company in the
ordinary course of its business.

DESCRIPTION OF WARRANTS

Each issue of Warrants will be the subject of an agreement (a "Warrant
Agreement") which will contain the terms of the Warrants. There will be a
Prospectus Supplement with regard to each issue of Warrants. Each Prospectus
Supplement will describe, as to the Warrants to which it relates: (i) the
securities which may be purchased by exercising the Warrants (which may be
Common Stock, Preferred Stock, Debt Securities or units consisting of two or
more of those types of securities); (ii) the exercise price of the Warrants
(which may be

wholly or partly payable in cash or wholly or partly payable with other types
of consideration); (iii) the period during which the Warrants may be exercised;
(iv) any provision adjusting the securities which may be purchased on exercise
of the Warrants and the exercise price of the Warrants in order to prevent
dilution or otherwise; (v) the place or places where Warrants can be presented
for exercise or for registration of transfer or exchange; and (vi) any other
material terms of the Warrants.

DESCRIPTION OF CAPITAL STOCK

Lennar's authorized capital stock is 100,000,000 shares of Common
Stock, $.10 par value, 30,000,000 shares of Class B Common Stock, $.10 par
value, and 500,000 shares of Preferred Stock, $10 par value. At April 29,
1996, 25,917,327 shares of Common Stock and 9,984,831 shares of Class B Common
Stock were outstanding.

PREFERRED STOCK

The Preferred Stock may be issued in series with any rights and
preferences which may be authorized by Lennar's Board of Directors. However,
the Preferred Stock offered by this Prospectus will be limited to Preferred
Stock which, together with the other Securities offered by this Prospectus,
will have an aggregate initial offering price of not more than $300,000,000.
There will be Prospectus Supplements relating to particular series of Preferred
Stock. Each Prospectus Supplement will describe, as to the Preferred Stock to
which it relates: (i) the title of the Preferred Stock; (ii) any limit upon
the number of shares of the series of Preferred Stock which may be issued;
(iii) the preference, if any, to which holders of the series of Preferred Stock
will be entitled upon liquidation of the Company; (iv) the date or dates on
which the Company will be required or permitted to redeem the Preferred Stock;
(v) the terms, if any, on which the Company or holders of the Preferred Stock
will have the option to cause the Preferred Stock to be redeemed; (vi) the
voting rights of the holders of the Preferred Stock; (vii) the dividends, if
any, which will be payable with regard to the series of Preferred Stock (which
may be fixed dividends or particularly dividends and may be cumulative or
non-cumulative); (viii) the right, if any, of holders of the Preferred Stock to
convert it into another class of stock or securities of the Company, including
provisions intended to prevent dilution of those conversion rights; (ix) any
provisions by which the Company will be required or permitted to make payments
to a sinking fund which will be used to redeem Preferred Stock or a purchase
fund which will be used to purchase Preferred Stock; and (x) any other material
terms of the Preferred Stock.

COMMON STOCK

All the outstanding shares of Common Stock are fully paid and
nonassessable and entitled to participate equally and ratably in dividends and
in distributions available for the Common Stock on liquidation. Each share is
entitled to one vote for the election of directors and upon all other matters
on which the common stockholders vote. Holders of Common Stock do not have
preemptive rights and are not entitled to cumulative votes in the election of
Directors.

The transfer agent and registrar for the Common Stock is The First
National Bank of Boston, Canton, Massachusetts.

CLASS B COMMON STOCK

The Class B Common Stock is identical in every respect with the Common
Stock, except that (a) each share of Class B Common Stock is entitled to ten
votes on each matter submitted to the vote of the common stockholders, while
each share of Common Stock is entitled to only one vote on each matter
submitted to the vote of the common stockholders, (b) the cash dividends, if
any, paid with regard to the Class B Common Stock in a year cannot be more than
90% of the cash dividends, if any, paid with regard to the Common Stock in that
year, (c) Class B Common Stock cannot be transferred, except to a limited group
of Permitted Transferees

(primarily close relatives of the Class B stockholder, fiduciaries for the
Class B stockholder or for close relatives, and entities of which the Class B
stockholder or close relatives are majority owners), (d) Class B Common Stock
may at any time be converted into Common Stock, but Common Stock may not be
converted into Class B Common Stock, (e) amendments to provisions of the
Company's Certificate of Incorporation relating to the Common Stock or the
Class B Common Stock require the approval of a majority of the shares of Common
Stock which are voted with regard to them (as well as a majority in voting
power of all the outstanding Common Stock and Class B Common Stock combined),
and (f) under Delaware law, certain matters affecting the rights of holders of
Class B Common Stock may require approval of the holders of the Class B Common
Stock voting as a separate class.

Leonard Miller, the Chairman of the Board of the Company, currently
owns, through two limited partnerships of which a corporation wholly-owned by
him is the sole general partner, 9,945,130 shares of Class B Common Stock,
which is 99.6% of the outstanding Class B Common Stock and 27.7% of the
outstanding common stock of both classes. Mr. Miller's Class B Common Stock
gives him 79.1% of the total votes which can be cast by the holders of both
classes of Common Stock. Even if Mr. Miller converted 6,354,914 shares of
Class B Common Stock into Common Stock and sold that Common Stock, thereby
reducing his holdings to 10% of the total common stock of both classes, Mr.
Miller would be entitled to cast more than 50% of the votes. Mr. Miller has no
current intention to convert any Class B Common Stock into Common Stock, or to
sell any Common Stock, although, unless otherwise stated in a particular
Prospectus Supplement under "Underwriting," he would be free to do so at any
time.

The existence of Class B Common Stock, which has substantially greater
voting rights than the Common Stock, probably would have the effect of
discouraging non-negotiated tender offers and other types of non-negotiated
takeovers, if any were contemplated. Mr. Miller's ownership of Class B Common
Stock would make it impossible for anyone to acquire shares which have voting
control of the Company as long as Mr. Miller's Class B Common Stock represents
at least 9.1% of the combined common stock of both classes and the total
outstanding Class B Common Stock is at least 10% of the combined common stock
of both classes (if at any time the outstanding shares of Class B Common Stock
are less than 10% of the outstanding shares of both classes of common stock
taken together, the Class B Common Stock will automatically be converted into
Common Stock). However, because Mr. Miller owns 99.6% of the outstanding Class
B Common Stock, at the current level of outstanding Common Stock, in order for
the Class B Common Stock to be at least 10% of the outstanding shares of both
classes of common stock, Mr. Miller's Class B Common Stock would be at least
9.9% of the common stock of both classes.

LEGAL MATTERS

The validity of the Securities offered by this Prospectus will be
passed upon for the Company by Rogers & Wells, 200 Park Avenue, New York, New
York 10166. If the validity of any Securities is also passed upon by counsel
for the underwriters of an offering of those securities, that counsel will be
named in the Prospectus Supplement relating to that offering.

EXPERTS

The consolidated financial statements and related financial statement
schedules of Lennar Corporation and subsidiaries as of November 30, 1995 and
1994 and for each of the years in the two-year period ended November 30, 1995
incorporated by reference herein and elsewhere in the Registration Statement
from the Company's Annual Report on Form 10-K for the year ended November 30,
1995, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports which are incorporated by reference herein, and
have been so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.

The consolidated statements of earnings, cash flows and stockholders'
equity for the year ended November 30, 1993 have been incorporated by
reference herein and in the Registration Statement in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm
as experts in accounting and auditing.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses in
connection with the issuance and distribution of the securities being
registered, other than underwriting discounts and commissions:

Registration fee -- Securities and Exchange Commission . . . . . . . . $ 103,449
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . 7,500(a)
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . 10,000(a)
Trustees' fees and expenses . . . . . . . . . . . . . . . . . . . . . . 5,000(a)
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,051
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 135,000
- ---------------- =========

(a) Does not include expenses of preparing prospectus supplements and other
expenses relating to offerings of particular securities.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

As permitted by Section 145 of the General Corporation Law of
Delaware, the Company's Certificate of Incorporation provides that an officer,
director, employee or agent of the Company is entitled to be indemnified for
the expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him by reason of any action, suit or proceeding brought
against him by virtue of his acting as such officer, director, employee or
agent, provided he acted in good faith or in a manner he reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful, except that in any action or suit by or in the right of
the Company such person shall be indemnified only for the expenses actually and
reasonably incurred by him and, if such person shall have been adjudged to be
liable for negligence or misconduct, he shall not be indemnified unless and
only to the extent that a court of appropriate jurisdiction shall determine
that such indemnification is fair and reasonable.

ITEM 16. EXHIBITS

4. Form of Indenture -- incorporated by reference to Registration Statement No. 33-53003
5. Opinion of Counsel
12. Statements of computation of ratios of earnings to fixed charges
23. Consents
(i) Rogers & Wells (counsel)--included in Exhibit 5
(ii) Deloitte & Touche LLP (accountants)
(iii) KPMG Peat Marwick LLP (accountants)

ITEM 17. UNDERTAKINGS

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.

II-1

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.

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.

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-3 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 April 29, 1996.

LENNAR CORPORATION

By: LEONARD MILLER
----------------
Leonard Miller
Chairman of the Board and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leonard Miller, Allan J. Pekor and
Robert B. Cole, and each of them, as his true and lawful attorney-in-fact and
agent, with sole power of substitution, to sign for him and in his 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
---- ----- ----

Chairman of the Board, April 29, 1996
President, Director (Principal
LEONARD MILLER Executive Officer)
-------------------------------------------
Leonard Miller

Financial Vice President April 29, 1996
ALLAN J. PEKOR (Principal Financial Officer)
-------------------------------------------
Allan J. Pekor

Controller (Principal April 29, 1996
JAMES T. TIMMONS Accounting Officer)
-------------------------------------------
James T. Timmons

CHARLES I. BABCOCK Director April 29, 1996
-------------------------------------------
Charles I. Babcock

IRVING BOLOTIN Director April 29, 1996
-------------------------------------------
Irving Bolotin

S-1

NAME TITLE DATE
---- ----- ----

ROBERT B. COLE Director April 29, 1996
-------------------------------------------
Robert B. Cole

JAMES W. McLAMORE Director April 29, 1996
-------------------------------------------
James W. McLamore

STUART A. MILLER Director April 29, 1996
-------------------------------------------
Stuart A. Miller

ARNOLD P. ROSEN Director April 29, 1996
-------------------------------------------
Arnold P. Rosen

STEVEN J. SAIONTZ Director April 29, 1996
-------------------------------------------
Steven J. Saiontz

S-2