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                                               Filed Pursuant to Rule 424(b)(3)
                                               Registration No. 333-42586


                   SUBJECT TO COMPLETION, DATED JULY 28, 2000

PROSPECTUS

                               LENNAR CORPORATION

                                  COMMON STOCK
                                PREFERRED STOCK
                               DEPOSITARY SHARES
                                DEBT SECURITIES
                                      AND
                                    WARRANTS

                            ------------------------

     We may from time to time offer our common stock, preferred stock (which we
may issue in one or more series), depositary shares representing shares of
preferred stock, debt securities (which we may issue in one or more series and
which may or may not be guaranteed by some or all of our subsidiaries, other
than our subsidiaries which are finance companies) or warrants entitling the
holders to purchase common stock, preferred stock, depositary shares or debt
securities, at an aggregate initial offering price which will not exceed
$500,000,000. We will determine when we sell securities, the amounts of
securities we will sell and the prices and other terms on which we will sell
them. We may sell securities to or through underwriters, through agents or
directly to purchasers.

     We will describe in a prospectus supplement, which we will deliver with
this prospectus, the terms of particular securities which we offer in the
future. We may describe the terms of those securities in a term sheet which will
precede the prospectus supplement.

     In each prospectus supplement we will include the following information:

     - The names of the underwriters or agents, if any, through which we will
       sell the securities;

     - The proposed amounts of securities, if any, which the underwriters will
       purchase;

     - The compensation, if any, of those underwriters or agents;

     - The major risk factors associated with the securities offered;

     - The initial public offering price of the securities;

     - 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.

     The principal executive offices of Lennar Corporation are located at 700
N.W. 107th Avenue, Miami, Florida 33172. The telephone number is (305) 559-4000.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES WE MAY BE OFFERING OR
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

     THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THE SECURITIES DESCRIBED IN IT UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
SECURITIES IN ANY STATE WHERE SUCH AN OFFER OR SALE IS NOT PERMITTED.

                                 July 28, 2000
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                               TABLE OF CONTENTS



                                                              PAGE
                                                              ----
                                                           
FORWARD-LOOKING INFORMATION.................................   i
THE COMPANY.................................................   1
USE OF PROCEEDS.............................................   1
RATIO OF EARNINGS TO FIXED CHARGES..........................   1
DESCRIPTION OF DEBT SECURITIES..............................   2
DESCRIPTION OF WARRANTS.....................................   4
DESCRIPTION OF COMMON STOCK AND PREFERRED SECURITIES........   5
DESCRIPTION OF DEPOSITARY SHARES............................   7
LEGAL MATTERS...............................................   8
EXPERTS.....................................................   8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............   8
INFORMATION WE FILE.........................................   9


                          FORWARD-LOOKING INFORMATION

     We make forward-looking statements about our business in our filings with
the Securities and Exchange Commission. Although we believe the expectations
reflected in those forward-looking statements are reasonable, it is possible
they will prove not to have been correct, particularly given the cyclical nature
of the market for new homes. Among the factors which can affect our future
performance are changes in interest rates, changes in demand for homes in areas
in which we are developing communities, the availability and cost of land
suitable for residential development, changes in the costs of labor and
materials, competition, environmental factors and changes in government
regulations.

                                       (i)
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                                  THE COMPANY

     We have been selling and building single family homes to first-time,
first-time move-up, second-time move-up, active adults and others for over 40
years. We currently operate in 13 states, including Florida, California, Texas,
Arizona and Nevada. According to data from the Bureau of the Census, these five
states accounted for approximately 33% of residential building permits issued in
the United States during 1999.

     Our revenues from homebuilding operations increased to $2.8 billion in
fiscal 1999 from $666 million in fiscal 1995, which represents a compound annual
growth rate of 44%. Over the same period, our earnings before interest and
taxes, referred to as "EBIT," grew to $334 million from $135 million, a compound
annual growth rate of 26%. We delivered 12,589 homes in fiscal 1999 compared
with 10,777 homes in fiscal 1998 and 4,680 homes in fiscal 1995. At May 31,
2000, the dollar value of our backlog of homes under contract totaled $2.3
billion (9,806 homes), compared with $1.1 billion (5,117 homes) at May 31, 1999.

     Our financial services subsidiaries provide mortgage financing, title
insurance and closing services to people who buy our homes and others. These
subsidiaries also package and resell mortgage loans, perform mortgage loan
servicing activities and provide cable television and alarm monitoring services
to residents of our communities and others. Our subsidiaries sell their loans in
the secondary mortgage market, but usually retain the servicing rights. In
fiscal 1999, we originated $2.2 billion of mortgage loans compared with $1.0
billion in the prior year. Approximately 51% of the loans we originated in
fiscal 1999 were to persons buying our homes compared with 77% in fiscal 1998.

     In May 2000, we acquired U.S. Home Corporation in a transaction in which
the U.S. Home stockholders received a total of approximately $243.4 million in
cash and 13 million shares of our common stock. U.S. Home is now our
wholly-owned subsidiary. It is a homebuilder and provides mortgage financing.

                                USE OF PROCEEDS

     Except as may be set forth in a particular prospectus supplement, we will
add the net proceeds from sales of securities to our general corporate funds,
which we may use to repay indebtedness, including indebtedness of our
wholly-owned subsidiaries, for acquisitions, or for other general corporate
purposes.

                       RATIO OF EARNINGS TO FIXED CHARGES



                                                   SIX MONTHS ENDED
                                                  -------------------       YEARS ENDED NOVEMBER 30,
                                                  MAY 31,    MAY 31,    --------------------------------
                                                    2000       1999     1999   1998   1997   1996   1995
                                                  --------   --------   ----   ----   ----   ----   ----
                                                                               
Ratio of earnings to fixed charges(1)...........    2.9x       4.1x     4.7x   4.7x   2.2x   2.7x   2.3x
Ratio of earnings to fixed charges (excluding
  limited-purpose finance subsidiaries)(1)......    2.9x       4.2x     4.8x   4.9x   2.3x   2.9x   2.6x


- ---------------
(1) For the purpose of calculating the ratio of earnings to fixed charges,
    "earnings" consist of income from continuing operations before income taxes
    plus "fixed charges" and certain other adjustments. "Fixed charges" consist
    of interest incurred on all indebtedness related to continuing operations
    (including amortization of original issue discount) and the implied interest
    component of our rent obligations in the periods presented. The implied
    interest component of rent obligations for years prior to 1998 was not
    material.

     There was no preferred stock outstanding for any of the periods shown
above. Accordingly, the ratio of earnings to combined fixed charges and
preferred stock dividends is identical to the ratio of earnings to fixed
charges.

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                         DESCRIPTION OF DEBT SECURITIES

     We will issue the debt securities under an indenture dated as of December
31, 1997 with Bank One Trust Company, N.A. (as successor in interest to The
First National Bank of Chicago), as trustee, which we may supplement from time
to time. The following paragraphs describe the provisions of the indenture. We
have filed the indenture as an exhibit to our Registration Statement, File No.
333-73311 and you may inspect it as described under "Information We File" on
page 9 or at the office of the trustee.

GENERAL

     The debt securities will be direct, unsecured obligations of our company
and may be either senior debt securities or subordinated debt securities. The
co-registrants in this prospectus (each our direct or indirect subsidiary) may
guaranty our payment of any debt securities issued under this prospectus. The
indenture does not limit the principal amount of debt securities that we may
issue. We may issue debt securities in one or more series. A supplemental
indenture will set forth specific terms of each series of debt securities. There
will be prospectus supplements relating to particular series of debt securities.
Each prospectus supplement will describe:

     - the title of the debt securities and whether the debt securities are
       senior or subordinated debt securities;

     - any limit upon the aggregate principal amount of a series of debt
       securities which we may issue;

     - the date or dates on which principal of the debt securities will be
       payable and the amount of principal which will be payable;

     - 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, the
       persons to whom interest will be payable, if other than the registered
       holders on the record date, and the record date for the interest payable
       on any payment date;

     - the currency or currencies in which principal, premium, if any, and
       interest, if any, will be paid;

     - whether our obligations with regard to the debt securities are guaranteed
       by some or all of our subsidiaries;

     - 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;

     - any provisions regarding our right to prepay debt securities or of
       holders to require us to prepay debt securities;

     - the right, if any, of holders of the debt securities to convert them into
       common stock or other securities, including any provisions intended to
       prevent dilution of the conversion rights;

     - any provisions requiring or permitting us 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;

     - any index or formula used to determine the required payments of
       principal, premium, if any, or interest, if any;

     - 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;

     - any special or modified events of default or covenants with respect to
       the debt securities; and

     - any other material terms of the debt securities.

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     The indenture does not contain any restrictions on the payment of dividends
or the repurchase of our securities or any financial covenants. However,
supplemental indentures relating to particular series of debt securities may
contain provisions of that type.

     We may issue debt securities at a discount from their stated principal
amount. A prospectus supplement may describe federal income tax considerations
and other special considerations applicable to a debt security issued with
original issue discount.

     If the principal of, premium, if any, or interest with regard to any series
of debt securities is payable in a foreign currency, then in the prospectus
supplement relating to those debt securities, we will describe any restrictions
on currency conversions, tax considerations or other material restrictions with
respect to that issue of debt securities.

FORM OF DEBT SECURITIES

     We may issue debt securities in certificated or uncertificated form, in
registered form with or without coupons or in bearer form with coupons, if
applicable.

     We may issue debt securities of a series in the form of one or more global
certificates evidencing all or a portion of the aggregate principal amount of
the debt securities of that series. We may deposit the global certificates with
depositaries, and the certificates 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 each series of debt securities will
include:

     - our default in payment of the principal of or premium, if any, on any
       debt securities of any series beyond any applicable grace period;

     - our default for 30 days or a period specified in a supplemental
       indenture, which may be no period, in payment of any installment of
       interest due with regard to debt securities of any series;

     - our default for 60 days after notice in the observance or performance of
       any other covenants in the indenture; and

     - certain events involving our bankruptcy, insolvency or reorganization.

Supplemental indentures relating to particular series of debt securities may
include other events of default.

     The indenture provides that the trustee may withhold notice to the holders
of any series of debt securities of any default (except a default in payment of
principal, premium, if any, or interest, if any) if the trustee considers it in
the interest of the holders of the series to do so.

     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 of debt securities then outstanding may declare the principal of
and accrued interest, if any, on all the series of debt securities to be due and
payable immediately. However, if we cure 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 of debt securities then outstanding.

     The holders of a majority of the outstanding principal amount of a series
of debt securities will have the right to direct the time, method and place of
conducting proceedings for any remedy available to the trustee, subject to
certain limitations specified in the indenture.

     A prospectus supplement will describe any additional or different events of
default which apply to any series of debt securities.

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MODIFICATION OF THE INDENTURE

     We and the trustee may:

     - without the consent of holders of debt securities, modify the indenture
       to cure errors or clarify ambiguities;

     - with the consent of the holders of not less than a majority in principal
       amount of the debt securities which are outstanding under the indenture,
       modify the indenture or the rights of the holders of the debt securities
       generally; and

     - with the consent of the holders of not less than a majority in
       outstanding principal amount of any series of debt securities, modify any
       supplemental indenture relating solely to that series of debt securities
       or the rights of the holders of that series of debt securities.

     However, we may not:

     - extend the fixed maturity of any debt securities, reduce the rate or
       extend the time for payment of interest, if any, on any debt securities,
       reduce the principal amount of any debt securities or the premium, if
       any, on any debt securities, impair or affect the right of a holder to
       institute suit for the payment of principal, premium, if any, or
       interest, if any, with regard to any debt securities, 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 any of our other
       securities, without the consent of each holder of debt securities who
       will be affected; or

     - reduce the percentage of holders of debt securities required to consent
       to an amendment, supplement or waiver, without the consent of the holders
       of all the then outstanding debt securities or outstanding debt
       securities of the series which will be affected.

MERGERS AND OTHER TRANSACTIONS

     We may not consolidate with or merge into any other entity, or transfer or
lease our properties and assets substantially as an entirety to another person,
unless (1) the entity formed by the consolidation or into which we are merged,
or which acquires or leases our properties and assets substantially as an
entirety, assumes by a supplemental indenture all our obligations with regard to
outstanding debt securities and our other covenants under the indenture, and (2)
with regard to each series of debt securities, immediately after giving effect
to the transaction, no event of default, with respect to that series of debt
securities, and no event which would become an event of default, will have
occurred and be continuing.

CONCERNING THE TRUSTEE

     Bank One Trust Company, N.A., the trustee under the indenture, provides,
and may continue to provide, loans and banking services to us in the ordinary
course of its business.

GOVERNING LAW

     The indenture, each supplemental indenture, and the debt securities issued
under them will be governed by, and construed in accordance with, the laws of
New York State.

                            DESCRIPTION OF WARRANTS

     Each issue of warrants will be the subject of a warrant agreement which
will contain the terms of the warrants. We will distribute a prospectus
supplement with regard to each issue of warrants. Each prospectus supplement
will describe, as to the warrants to which it relates:

     - the securities which may be purchased by exercising the warrants (which
       may be common stock, preferred stock, debt securities, depositary shares
       or units consisting of two or more of those types of securities);

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     - 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);

     - the period during which the warrants may be exercised;

     - 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;

     - the place or places where warrants can be presented for exercise or for
       registration of transfer or exchange; and

     - any other material terms of the warrants.

              DESCRIPTION OF COMMON STOCK AND PREFERRED SECURITIES

     Our authorized capital stock consists of 100,000,000 shares of common
stock, $0.10 par value, 30,000,000 shares of class B common stock, $0.10 par
value, 100,000,000 shares of participating preferred stock, $0.10 par value and
500,000 shares of preferred stock, $10.00 par value. At May 31, 2000, 51,778,160
shares of our common stock, 9,848,112 shares of our class B common stock and no
shares of participating preferred stock or preferred stock were outstanding.

PREFERRED STOCK

     We may issue preferred stock in series with any rights and preferences
which may be authorized by our board of directors. We will distribute a
prospectus supplement with regard to each series of preferred stock. Each
prospectus supplement will describe, as to the preferred stock to which it
relates:

     - the title of the series;

     - any limit upon the number of shares of the series which may be issued;

     - the preference, if any, to which holders of the series will be entitled
       upon our liquidation;

     - the date or dates on which we will be required or permitted to redeem
       shares of the series;

     - the terms, if any, on which we or holders of the series will have the
       option to cause shares of the series to be redeemed;

     - the voting rights of the holders of the preferred stock;

     - the dividends, if any, which will be payable with regard to the series
       (which may be fixed dividends or participating dividends and may be
       cumulative or non-cumulative);

     - the right, if any, of holders of the series to convert them into another
       class of our stock or securities, including provisions intended to
       prevent dilution of those conversion rights;

     - any provisions by which we will be required or permitted to make payments
       to a sinking fund which will be used to redeem shares of the series or a
       purchase fund which will be used to purchase shares of the series; and

     - any other material terms of the series.

     Holders of shares of preferred stock will not have preemptive rights.

COMMON STOCK

     All the outstanding shares of our common stock are fully paid and
nonassessable and are 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 are not entitled
to cumulative votes in the election of our directors.

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     The transfer agent and registrar for the common stock is Fleet National
Bank, care of EquiServe Limited Partnership of Canton, Massachusetts.

CLASS B COMMON STOCK

     Our class B common stock is identical in every respect with our 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, (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) a holder cannot transfer class B common stock, 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 our 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
approval of 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.

     At May 31, 2000, Leonard Miller, the Chairman of our company, owned,
through a family partnership, class B common stock which would be entitled to
approximately 65% of the combined votes which could be cast by the holders of
the common stock and the class B common stock. That gives Mr. Miller the power
to elect all our directors and to approve most matters which are presented to
our stockholders, even if no other stockholders vote in favor of them. Mr.
Miller's ownership might discourage someone from making a significant equity
investment in us, even if we needed the investment to meet our obligations and
to operate our business. 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, 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 discourage 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 voting control of us as long as the total
outstanding class B common stock is at least 10% of the combined common stock of
both classes and we have no other class of stock which votes in the election of
directors (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).

PARTICIPATING PREFERRED STOCK

     Our participating preferred stock is identical with the common stock in
every way, except that (a) no dividends may be paid with regard to the common
stock in a calendar year until the holders of the participating preferred stock
have received a total of $.0125 per share, then no dividends may be paid in that
year with regard to the participating preferred stock until the holders of the
common stock have received dividends totaling $.0125 per share, and then any
additional dividends in the year will be paid on an equal per share basis to the
holders of the participating preferred stock and of the common stock, (b) if we
are liquidated, none of our assets may be distributed to the holders of the
common stock until the holders of the participating preferred stock have
received assets totaling $10 per share, then no assets may be distributed to the
holders of the participating preferred stock until the holders of the common
stock have received assets totaling $10 per share, and then any further
liquidating distributions will be made on an equal per share basis to the
holders of the participating preferred stock and of the common stock, and (c)
holders of participating preferred stock will vote separately on corporate
actions which would change the participating preferred stock or would cause the
holders of the participating preferred
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stock to receive consideration in a merger or similar transaction which is
different from the consideration received by the holders of the common stock.

                        DESCRIPTION OF DEPOSITARY SHARES

     We may issue depositary receipts representing interests in shares of
particular series of preferred stock which are called depositary shares. We will
deposit the preferred stock of a series which is the subject of depositary
shares with a depositary, which will hold that preferred stock for the benefit
of the holders of the depositary shares, in accordance with a deposit agreement
between the depositary and us. The holders of depositary shares will be entitled
to all the rights and preferences of the preferred stock to which the depositary
shares relate, including dividend, voting, conversion, redemption and
liquidation rights, to the extent of their interests in that preferred stock.

     While the deposit agreement relating to a particular series of preferred
stock may have provisions applicable solely to that series of preferred stock,
all deposit agreements relating to preferred stock we issue will include the
following provisions:

     DIVIDENDS AND OTHER DISTRIBUTIONS.  Each time we pay a cash dividend or
make any other type of cash distribution with regard to preferred stock of a
series, the depositary will distribute to the holder of record of each
depositary share relating to that series of preferred stock an amount equal to
the dividend or other distribution per depositary share the depositary receives.
If there is a distribution of property other than cash, the depositary either
will distribute the property to the holders of depositary shares in proportion
to the depositary shares held by each of them, or the depositary will, if we
approve, sell the property and distribute the net proceeds to the holders of the
depositary shares in proportion to the depositary shares held by them.

     WITHDRAWAL OF PREFERRED STOCK.  A holder of depositary shares will be
entitled to receive, upon surrender of depositary receipts representing
depositary shares, the number of whole or fractional shares of the applicable
series of preferred stock, and any money or other property, to which the
depositary shares relate.

     REDEMPTION OF DEPOSITARY SHARES.  Whenever we redeem shares of preferred
stock held by a depositary, the depositary will be required to redeem, on the
same redemption date, depositary shares constituting, in total, the number of
shares of preferred stock held by the depositary which we redeem, subject to the
depositary's receiving the redemption price of those shares of preferred stock.
If fewer than all the depositary shares relating to a series are to be redeemed,
the depositary shares to be redeemed will be selected by lot or by another
method we determine to be equitable.

     VOTING.  Any time we send a notice of meeting or other materials relating
to a meeting to the holders of a series of preferred stock to which depositary
shares relate, we will provide the depositary with sufficient copies of those
materials so they can be sent to all holders of record of the applicable
depositary shares, and the depositary will send those materials to the holders
of record of the depositary shares on the record date for the meeting. The
depositary will solicit voting instructions from holders of depositary shares
and will vote or not vote the preferred stock to which the depositary shares
relate in accordance with those instructions.

     LIQUIDATION PREFERENCE.  Upon our liquidation, dissolution or winding up,
the holder of each depositary share will be entitled to, what the holder of the
depositary share would have received if the holder had owned the number of
shares (or fraction of a share) of preferred stock which is represented by the
depositary share.

     CONVERSION.  If shares of a series of preferred stock are convertible into
common stock or other of our securities or property, holders of depositary
shares relating to that series of preferred stock will, if they surrender
depositary receipts representing depositary shares and appropriate instructions
to convert them, receive the shares of common stock or other securities or
property into which the number of shares (or fractions of shares) of preferred
stock to which the depositary shares relate could at the time be converted.

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     AMENDMENT AND TERMINATION OF A DEPOSIT AGREEMENT.  We and the depositary
may amend a deposit agreement, except that an amendment which materially and
adversely affects the rights of holders of depositary shares, or would be
materially and adversely inconsistent with the rights granted to the holders of
the preferred stock to which they relate, must be approved by holders of at
least two-thirds of the outstanding depositary shares. No amendment will impair
the right of a holder of depositary shares to surrender the depositary receipts
evidencing those depositary shares and receive the preferred stock to which they
relate, except as required to comply with law. We may terminate a deposit
agreement with the consent of holders of a majority of the depositary shares to
which it relates. Upon termination of a deposit agreement, the depositary will
make the whole or fractional shares of preferred stock to which the depositary
shares issued under the deposit agreement relate available to the holders of
those depositary shares. A deposit agreement will automatically terminate if:

     - all outstanding depositary shares to which it relates have been redeemed
       or converted or

     - the depositary has made a final distribution to the holders of the
       depositary shares issued under the deposit agreement upon our
       liquidation, dissolution or winding up.

     MISCELLANEOUS.  There will be provisions (i) requiring the depositary to
forward to holders of record of depositary shares any reports or communications
from us which the depositary receives with respect to the preferred stock to
which the depositary shares relate, (ii) regarding compensation of the
depositary, (iii) regarding resignation of the depositary, (iv) limiting our
liability and the liability of the depositary under the deposit agreement
(usually to failure to act in good faith, gross negligence or willful
misconduct) and (v) indemnifying the depositary against certain possible
liabilities.

                                 LEGAL MATTERS

     Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New York, New York
10166, will pass upon the validity of any securities we offer by this
prospectus. 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

     Our consolidated financial statements and the related financial statement
schedule which are incorporated by reference into this prospectus from our
Annual Report on Form 10-K for the fiscal year ended November 30, 1999, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated by reference in this prospectus in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

     The consolidated financial statements of U.S. Home incorporated by
reference in this prospectus and elsewhere in the registration statement from
U.S. Home's Annual Report on Form 10-K for the fiscal year ended December 31,
1999, have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their reports with respect thereto and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     We are incorporating by reference in this prospectus the following
documents which we have previously filed with the Securities and Exchange
Commission under the File Number 1-11749:

          (a) our Annual Report on Form 10-K, dated February 28, 2000, for the
     fiscal year ended November 30, 1999;

          (b) our Quarterly Report on Form 10-Q, dated April 14, 2000, for the
     quarter ended February 29, 2000;

          (c) our Quarterly Report on Form 10-Q, dated July 17, 2000, for the
     quarter ended May 31, 2000;

          (d) our Current Report on Form 8-K dated February 23, 2000;

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          (e) our Current Report on Form 8-K dated May 16, 2000, as amended by a
     Form 8-K/A dated June 30, 2000;

          (f) our Definitive Proxy Statement dated March 9, 2000;

          (g) the description of our common stock contained in our registration
     statement under Section 12 of the Securities Exchange Act of 1934, as
     amended, as that description has been altered by amendment or reports filed
     for the purpose of updating that description; and

          (h) our Registration Statement on Form S-4 dated July 13, 2000, as
     amended by a Form S-4/A dated July 20, 2000.

     The following documents previously filed by U.S. Home Corporation with the
SEC under the File Number 1-5899 are incorporated by reference in this
Registration Statement:

          (a) U.S. Home's Annual Report on Form 10-K, dated March 15, 2000, for
     the fiscal year ended December 31, 1999;

          (b) U.S. Home's Current Report on Form 8-K dated February 28, 2000;

          (c) U.S. Home's Quarterly Report on Form 10-Q, dated May 15, 2000, for
     the quarter ended March 31, 2000; and

          (d) U.S. Home's Current Report on Form 8-K dated May 16, 2000.

     Whenever after the date of this prospectus we file reports or documents
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, those reports and documents will be deemed to be part of this
prospectus from the time they are filed. If anything in a report or document we
file after the date of this prospectus changes anything in it, this prospectus
will be deemed to be changed by that subsequently filed report or document
beginning on the date the report or document is filed.

     We will provide to each person, including any beneficial owner, to whom a
copy of this prospectus is delivered, a copy of any or all of the information
that has been incorporated by reference in this prospectus, but not delivered
with this prospectus. We will provide this information at no cost to the
requestor upon written or oral request addressed to Lennar Corporation, 700
Northwest 107th Avenue, Miami, Florida 33172, attention: Director of Investor
Relations (telephone: 305-559-4000).

                              INFORMATION WE FILE

     We file annual, quarterly and current reports, proxy statements and other
materials with the SEC. The public may read and copy any materials we file with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements and other information regarding issuers (including us) that file
electronically with the SEC. The address of that site is http://www.sec.gov.
Reports, proxy statements and other information we file also can be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

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