FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * GRIFFITH MARK   2. Issuer Name and Ticker or Trading Symbol LNR PROPERTY CORP [LNR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) 1601 WASHINGTON AVENUE, 8TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 11/23/2004 (Street) MIAMI BEACH, FL 33139 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               347 I By IRA Trust Common Stock               1 I By Savings Plan Common Stock               5 I By Son Common Stock               119,631 D   Restricted Common Stock 11/23/2004   J(1)   12,500 D $ 0 0 D   Restricted Common Stock 11/23/2004   J(1)   40,000 D $ 0 0 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Options

$ 9.92

10/31/1997(2)

12/22/2004

Common Stock

2,056

2,056

D

Common Stock Options

$ 24.8125

10/31/1998(3)

10/30/2007

Common Stock

15,000

15,000

D

Common Stock Options

$ 17.3125

01/01/1999(4)

12/14/2007

Common Stock

10,500

10,500

D

Common Stock Options

$ 18.1563

01/28/2001(5)

01/27/2010

Common Stock

2,000

2,000

D

Common Stock Options

$ 26.8438

01/17/2002(5)

01/16/2011

Common Stock

4,000

4,000

D

Common Stock Options

$ 31.3

01/02/2003(5)

01/01/2012

Common Stock

6,000

6,000

D

Common Stock Options

$ 34.8

04/09/2004(5)

04/08/2013

Common Stock

8,000

8,000

D

Common Stock Options

$ 49.325

01/15/2005(5)

01/14/2014

Common Stock

20,000

20,000

D

Stock Purchase Agreement

$ 29.39

11/23/2004

J(6)

0

08/08/1988(7)

08/08/1988(7)

Common Stock

0

$ 0

6,821

D

Stock Purchase Agreement

$ 36.12

11/23/2004

J(6)

0

08/08/1988(7)

08/08/1988(7)

Common Stock

0

$ 0

6,966

D

Stock Purchase Agreement

$ 51.61

11/23/2004

J(6)

0

08/08/1988(7)

08/08/1988(7)

Common Stock

0

$ 0

6,048

D

Common Stock (8)

$ 0

11/23/2004

J(9)

52,500

08/08/1988(7)

08/08/1988(7)

Common Stock

52,500

$ 0

52,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GRIFFITH MARK 1601 WASHINGTON AVENUE, 8TH FLOOR MIAMI BEACH, FL 33139			Vice President

Signatures

Steve Bjerke as Attorney-In-Fact		11/24/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	J = Surrender of non-vested restricted stock in exchange for a commitment to issue shares under LNR's Non-Qualified Deferred Compensation Plan.
(2)	2,056 stock options are currently exercisable as of 11/23/2004.
(3)	3,750 stock options are currently exercisable as of 11/23/2004. 3,750 stock options become exercisable on 10/31/2005. 7,500 stock options become exercisable on 10/31/2006.
(4)	No stock options are exercisable subsequent to the reported transactions as of 11/23/2004. 2,625 stock options become exercisable on each of 1/1/2005 and 1/1/2006. 5,250 stock options become exercisable on 1/1/2007.
(5)	These stock options vest over five years at 20% per annum on each anniversary of the grant date.
(6)	On 11/23/2004, Mr. Griffith elected to delay the purchase date of these shares under the LNR Property Corporation Non-Qualified Deferred Compensation Plan. He elected to purchase these shares at retirement or termination of employment.
(7)	The SEC staff has designated 8/8/88 as a "dummy date."
(8)	Contractual right to receive shares in the future.
(9)	J = Grant of right to receive shares under LNR's Non-Qualified Deferred Compensation Plan in exchange for the surrender of non-vested restricted stock.

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