Proxy Statement Pursuant to Section 14(a) of the Securities

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Filed by a Party other than the Registrant o

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LENNAR CORPORATION

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700 N.W. 107th Avenue, Miami, Florida 33172 — (305) 559-4000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

March 30, 2004

TO THE STOCKHOLDERS OF LENNAR CORPORATION:

      This is to notify you that the Annual Meeting of the stockholders of Lennar Corporation will be held at Lennar Corporation, 700 N.W. 107th Avenue, Second Floor, Miami, Florida 33172 on March 30, 2004, at 11:00 a.m. Eastern Time, for the following purposes:

      Only stockholders of record at the close of business on February 4, 2004 will be entitled to notice of or to vote at the meeting or any adjournment of the meeting. Our transfer books will not be closed.

      If you do not intend to be present at the meeting, please sign and return the enclosed Proxy. If you attend and vote in person, the Proxy will not be used with regard to the matters on which you voted.

Dated: March 8, 2004

PROXY STATEMENT

SOLICITATION AND REVOCATION OF PROXY

      Our Board of Directors is soliciting the accompanying Proxy. The proxyholders named in the Proxy will vote all shares represented by proxies in the manner designated or, if no designation is made, they will vote the proxies for the three director nominees named below. The proxyholders will not vote shares with regard to matters as to which proxies instruct them to abstain or to the extent they are marked by brokers to show that specified numbers of shares are not to be voted. We are mailing this Proxy Statement and the accompanying form of Proxy on or about March 8, 2004 to all stockholders of record on February 4, 2004. If you give a proxy, you may revoke it at any time before it is voted by a written instrument of revocation that we receive at our office at 700 N.W. 107th Avenue, Miami, Florida 33172, before the meeting, or in open meeting, without, however, affecting any vote that has already been taken. Your presence at the meeting will not revoke a proxy, but if you attend the meeting and cast a ballot, that will revoke a proxy as to the matter on which the ballot is cast.

Cost and Method of Solicitation

      We will bear the cost of soliciting proxies. We are soliciting proxies by mail and, in addition, our directors, officers and employees may solicit proxies personally or by telephone. We will reimburse custodians, brokerage houses, nominees and other fiduciaries for the cost of sending proxy materials to their principals.

Voting Rights and Proxies

      Only stockholders of record at the close of business on February 4, 2004 will be entitled to vote at the meeting. Our only outstanding voting securities on that day were 122,988,592 shares of Class A Common Stock and 32,524,462 shares of Class B Common Stock. Each outstanding share of Class A Common Stock entitles the holder to one vote. Each outstanding share of Class B Common Stock entitles the holder to ten votes.

      You may vote your stock in person or by your signed, written proxy. We will deem any message sent to us prior to the time for voting that appears to have been transmitted by a stockholder, or any reproduction of a proxy, to be sufficient. The death or incapacity of a person who gives a proxy will not revoke the proxy, unless the fiduciary who has control of the shares represented by the proxy notifies us of the death or incapacity in writing before the meeting.

Principal Stockholders

      On February 4, 2004, the following persons were the only persons who, insofar as we are aware based upon the most recent filings with the Securities and Exchange Commission, owned beneficially more than 5% of any class of our voting securities:

      On February 4, 2004, The Depository Trust Company owned of record 122,121,368 shares of Class A Common Stock, which was 99.3% of the outstanding Class A Common Stock, and 12,942,400 shares of Class B Common Stock, which was 39.8% of the outstanding Class B Common Stock. We understand those shares were held beneficially for members of the New York Stock Exchange, some of whom may in turn have been holding shares beneficially for customers.

      Our voting securities which our directors and executive officers owned on February 4, 2004 were as follows:

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      Because each outstanding share of Class B Common Stock is entitled to ten votes and each outstanding share of Class A Common Stock is entitled to one vote, Stuart A. Miller has the power to cast 213,305,878 votes, which is 47.6% of the combined votes that can be cast by all the holders of Class A Common Stock and Class B Common Stock, and all directors and officers as a group have the power to cast 216,119,878 votes, which is 48.2% of the combined votes that can be cast by all the holders of Class A Common Stock and Class B Common Stock.

ELECTION OF DIRECTORS

      Our directors are divided into three classes. The directors serve for terms of three years, and the term of one class of directors expires each year. Our Certificate of Incorporation and By-Laws provide that each class will have the highest whole number of directors obtained by dividing the number of directors constituting the whole Board by three, with any additional directors allocated, one to a class, to the classes designated by the Board of Directors. The persons named in the accompanying Proxy will vote for the following three people as directors to serve until the 2007 Annual Meeting of Stockholders:

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      Irving Bolotin was a Senior Vice President of our Company until he retired on December 31, 1998. He had held that position for more than five years before his retirement. Mr. Bolotin also serves on the Board of Directors of Rechtien International Trucks, Inc.

      R. Kirk Landon is the President of The Kirk Foundation and President of The Kirk A. and Dorothy P. Landon Foundation, Chairman of Innovative Surveillance Technology and Chairman of Orange Clothing Company. He is also Vice Chairman of the Board of Trustees of Barry University. From 1980 to 1999, he was Chairman of the Board of American Bankers Insurance Group and from 1991 to 1998, he was a Director of the Federal Reserve Bank, Atlanta/ Miami Branch.

      Dr. Donna E. Shalala is the President of the University of Miami and is a Professor of Political Science at the University of Miami. Dr. Shalala is also a director of Gannett Co., Inc. and UnitedHealth Group. She served as U.S. Secretary of Health and Human Services from January 1993 to January 2001. She was Chancellor of the University of Wisconsin-Madison from 1987 to 1993. Dr. Shalala also served as the President of Hunter College from 1980 to 1987, and as Assistant Secretary at HUD during the Carter administration. A distinguished political scientist, she has been a professor at Syracuse University, Columbia University of New York, and the University of Wisconsin. Dr. Shalala is a member of the Council on Foreign Relations.

      Stuart A. Miller has been our President and Chief Executive Officer since April 1997. For more than five years prior to that, he was one of our Vice Presidents. He is the Chairman of the Board of LNR Property Corporation, our former wholly-owned subsidiary which we spun-off in October 1997. He is a Director of Union Bank of Florida. Mr. Miller is the brother-in-law of Steven J. Saiontz.

      Steven J. Saiontz has been the Chairman of Union Bank of Florida since December 2002. For more than five years before that, he was the Chief Executive Officer of LNR Property Corporation. He is a Director of LNR Property Corporation. Mr. Saiontz is the brother-in-law of Stuart A. Miller.

      Robert J. Strudler was elected as our Vice Chairman of the Board and Chief Operating Officer upon the merger of U.S. Home Corporation into a subsidiary of ours on May 3, 2000. Prior to joining us, Mr. Strudler had been Chairman and Co-Chief Executive Officer of U.S. Home Corporation since May 1986. Mr. Strudler served as Chairman of the High Production Home Builders Council of the National Association of Home Builders from 1991 to 1994. In 2000, Mr. Strudler was inducted into the National Association of Home Builders Hall of Fame.

      Steven L. Gerard is the Chairman and Chief Executive Officer of Century Business Services, Inc. From July 1997 to October 2000, Mr. Gerard was Chairman and Chief Executive Officer of Great Point Capital, Inc. Mr. Gerard was previously Chairman and Chief Executive Officer of Triangle Wire & Cable, Inc., and its successor, Ocean View Capital, Inc., from September 1992 to July 1997. Mr. Gerard is also a director of Fairchild Corporation, Timco Aviation Services, Inc. and Joy Global, Inc. Mr. Gerard joined our Board upon the merger of U.S. Home Corporation into a subsidiary of ours on May 3, 2000.

      Jonathan M. Jaffe has been one of our Vice Presidents since 1994. For more than five years before that, he held executive positions with several of our subsidiaries.

      Sidney Lapidus is a Managing Director of Warburg Pincus and has been with Warburg Pincus since 1967. Mr. Lapidus currently serves on the board of directors of Information Holdings, Inc. and Knoll, Inc., as well as a number of private companies.

      Hervé Ripault has been an Associate of Optigestiom S.A., a French fund management company, since November 1991. Mr. Ripault retired in October 1991 as Chairman of the Board of Delahaye-Ripault, S.A., Agent de Change, a member of the Paris Stock Exchange, Paris, France. Mr. Ripault had been associated with that firm from June 1985 until his retirement. Mr. Ripault was associated with Société des Maisons Phénix, a homebuilding company in France, from 1979 to 1985, during which time he was Executive Vice President—Finance. Mr. Ripault joined our Board upon the merger of U.S. Home Corporation into a subsidiary of ours on May 3, 2000.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

      The following table sets forth the annual compensation, long-term compensation and all other compensation for our Chief Executive Officer and for the four additional executive officers who together were our five highest paid executive officers for the year ended November 30, 2003 (securities underlying options/SARs are adjusted for our January 2004 two-for-one stock split):

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      Until January 2003, directors who are not our employees were paid annual fees of $10,000 plus $2,500 for each Board Meeting attended in person, $500 for each Board Meeting in which they participated by conference communications equipment and $500 for each committee meeting in which they participated as a committee member. On January 23, 2003, these annual fees were changed to $30,000 per year, payable half in cash and half with restricted shares of our stock that vest over three years, plus $2,000 for each Board Meeting and $1,000 for each committee meeting attended in person (but only one fee for all meetings attended on a single day) and $500 for each Board Meeting and $250 for each other Board or committee meeting attended by conference communications equipment. Audit Committee members receive an additional $2,500 for each meeting attended, even if there are other meetings on the same day. Directors may elect to defer payment of fees until their retirement, resignation or death, and may elect to receive the deferred payments in cash or in shares of our Class A Common Stock. During 2003, directors who were not our employees were also granted, as of the date of our 2003 annual stockholders’ meeting, options to purchase 1,000 shares of our Class A Common Stock at a price equal to the market value of the stock on that date. The options become exercisable on the one-year anniversary of the grant date and will expire on the three-year anniversary of the grant date. Directors who are also our employees receive no additional remuneration for services as directors.

      The following table summarizes our equity compensation plans as of November 30, 2003 under which we have issued stock options (adjusted for our January 2004 two-for-one stock split):

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      Under our Deferred Compensation Plan, a member of senior management can defer cash compensation, return to us restricted shares upon vesting, or relinquish stock options, and receive in exchange our agreement to (i) pay at a later date the amount of cash compensation deferred, plus a return on the cash compensation based on hypothetical investments selected by the person, or (ii) issue shares of Class A or Class B Common Stock equal to the number of shares of restricted stock that are returned or based upon the number of shares that were subject to options that were relinquished and the exercise price of those options.

      The following table sets forth information about options which were granted to our Chief Executive Officer and to our four additional highest paid executive officers during the fiscal year ended November 30, 2003 (adjusted for our January 2004 two-for-one stock split):

Option/SAR Grants In Last Fiscal Year

      The options reflected in the table above were granted under our 2000 Stock Option and Restricted Stock Plan. We typically grant options with a vesting period of four years.

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      The following table sets forth information about option/ SAR exercises in the fiscal year ended November 30, 2003 and options/ SARs held as of the end of that year by our Chief Executive Officer and our four additional highest paid executive officers (adjusted for our January 2004 two-for-one stock split):

Aggregated Option/ SAR Exercises In Last Fiscal Year and

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934 requires directors, officers and persons who own more than 10 percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. They are required to furnish us with copies of the forms they file pursuant to Section 16(a). Based solely on our review of the copies of forms we have received, we believe that our directors, officers and greater than 10% beneficial owners made all required filings, except that (i) Benjamin P. Butterfield filed a Form 4 on May 19, 2003 relating to stock options that were granted to him on May 12, 2003 and (ii) our executive officers who returned restricted shares to us on June 22, 2002 in exchange for commitments under our deferred compensation plan filed Form 4’s on April 22, 2003.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

      A majority of the members of our Board are independent as defined in the New York Stock Exchange listing standards. The Board has affirmatively determined that each of the independent directors does not have a material relationship with us and is not otherwise an affiliate of ours. Our Board normally meets quarterly, but holds additional special meetings when required. During fiscal 2003, the Board met 10 times. Each director attended at least 75% of the meetings of the Board which were held and at least 75% of the total number of meetings of each committee of the Board on which he or she was serving. All of the members of our Board attended last year’s annual meeting.

      Any shareholder, employee or other interested person wishing to express concerns with the non-management directors about (a) our operations, (b) our financial reporting, (c) our business integrity or

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      Our Board has established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, a Stock Option Committee, a Directors and Officers Stock Option Committee and an Independent Directors Committee.

Audit Committee

      The Audit Committee consists of Messrs. Landon (Chairperson), Bolotin and Gerard. The Board has determined that all members of the Audit Committee are independent, as that term is defined in the New York Stock Exchange listing standards that are applicable to us. Our Board has determined that Steven L. Gerard is an audit committee financial expert, as that term is defined in SEC Regulation S-K. The Audit Committee met eight times during fiscal 2003. Our Board has adopted a charter for the Audit Committee. A copy of that charter, as it was amended in February 2004, is Annex I to this Proxy Statement and is also available on our website at www.lennar.com. Under its charter, the principal functions of the Audit Committee are: (1) overseeing the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditors’ qualifications, performance and independence and the performance of our internal auditors, (2) preparing the report that appears in our annual meeting proxy statement and (3) providing an open line of communication among our independent auditors, our internal auditors, our employees and our Board. Its responsibilities also include direct supervision of our internal auditors, selecting and determining the compensation of our independent auditors, pre-approving all audit and non-audit services rendered to us by our independent auditors, meeting regularly with our auditors, our management and our internal auditors, reviewing any issues regarding accounting or internal controls, including any significant deficiencies in our internal controls reported to the Audit Committee by our Chief Executive Officer or our Chief Financial Officer, and receiving and reviewing complaints regarding accounting, internal controls or auditing matters, including anonymous submissions by employees of concerns regarding questionable accounting or auditing matters.

Compensation Committee

      The Compensation Committee consists of Messrs. Gerard (Chairperson), Bolotin and Landon. The Board has determined that all of the members of the Compensation Committee are independent as defined in the New York Stock Exchange listing standards. The Compensation Committee met two times during fiscal 2003. Our Board has adopted a charter for the Compensation Committee and a copy of that charter is available on our website at www.lennar.com. Under its charter, the Compensation Committee’s principal functions are recommending to the full Board how our principal executive officer should be compensated, setting compensation policies, reviewing management decisions regarding compensation of our senior executives other than our principal executive officer and preparing the report that appears in our annual meeting proxy statement. In addition, the Committee makes recommendations to the Board regarding incentive-compensation plans and equity-based plans that will apply to our senior management.

Nominating and Corporate Governance Committee

      The Nominating and Corporate Governance Committee consists of Dr. Shalala (Chairperson) and Messrs. Bolotin and Ripault. The Board has determined that all of the members of the Nominating and Corporate Governance Committee are independent as defined in the New York Stock Exchange listing standards. The Nominating and Corporate Governance Committee did not meet during fiscal 2003; however, on February 16, 2004, the Nominating and Corporate Governance Committee did meet to evaluate the Board

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Director Qualification Standards

      The Nominating and Corporate Governance Committee will review with the Board of Directors each year the personal characteristics and professional competencies required of Board members so they will work together as a team to oversee our strategies and operations.

      The Nominating and Corporate Governance Committee and the Board have determined that a director should have the following characteristics:

Shareholder Nominations

      The Nominating and Corporate Governance Committee will consider any candidate recommended by a shareholder, provided that the shareholder mails a recommendation to us that contains the following:

      In making its determination whether to recommend that the Board nominate a candidate who had been recommended by a shareholder, the Nominating and Corporate Governance Committee will consider, among other things, (a) the appropriateness of adding another director to the Board and (b) the candidate’s background and qualifications. The Nominating and Corporate Governance Committee may conduct an

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Other Committees

      The Stock Option Committee consists of Messrs. Miller and Strudler. The Stock Option Committee met two times during fiscal 2003. The Stock Option Committee administers the issuance of stock options and stock appreciation rights and grants of restricted stock awards to employees other than our officers and directors. In some instances, Stock Option Committee awards are subject to Board of Directors approval.

      The Directors and Officers Stock Option Committee administers the issuance of stock options and stock appreciation rights and grants of restricted stock awards to our officers and directors. The Committee consists of Messrs. Bolotin, Landon and Ripault. The Directors and Officers Stock Option Committee met one time during fiscal 2003.

      Our By-Laws require that an Independent Directors Committee, which consists entirely of members of our Board who are not directors of LNR Property Corporation (“LNR”), or officers or employees of LNR or us, gives its approval on all ventures we enter into with LNR and any significant transactions between LNR and us or any of our subsidiaries. The Independent Directors Committee consists of all of our directors who are not employees, except that Messrs. Saiontz and Bolotin do not attend meetings at which transactions or conflicts with LNR are being discussed or vote with regard to those matters. The committee met three times during fiscal 2003.

CODE OF BUSINESS CONDUCT AND ETHICS

      We have a Code of Business Conduct and Ethics that applies to all our employees, including our Chief Executive Officer, our Chief Financial Officer and our Chief Accounting Officer. The Code of Business Conduct and Ethics is available on our website at www.lennar.com.

TRANSACTIONS WITH LNR PROPERTY CORPORATION

      Stuart A. Miller, our President and Chief Executive Officer, is the Chairman of the Board of LNR. Partnerships primarily owned by trusts of which he is a trustee, and of which he and members of his family are the beneficiaries, owned on January 31, 2004, approximately 32.5% of LNR’s stock, and Mr. Miller owns approximately 1.9% of LNR’s stock. Through the partnerships and his direct ownership, Mr. Miller has the power to cast approximately 83.2% of the votes that can be cast by LNR’s stockholders. LNR was a division, and then a wholly-owned subsidiary, of ours until we distributed LNR’s stock to our stockholders in 1997.

      At the same time in 1997 that we distributed LNR’s stock to our stockholders, we and LNR formed a partnership, of which we each owned 50%, to hold and develop land, some of which we purchased for use in our homebuilding activities, and some of which was, or may be, sold to other builders. Subsequently, we and LNR formed several other jointly-owned entities that performed similar activities. We have generally managed the jointly-owned entities. During the year ended November 30, 2003, we paid a total of $68.0 million to purchase properties from entities we owned jointly with LNR, and we were paid management fees and general contractor fees totaling $10.2 million by jointly-owned entities. Both our purchase prices of properties and our fees earned related to the jointly-owned entities approximated fair value.

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      In November 2003, we and LNR each contributed our 50% interests in certain of our jointly-owned entities that had significant assets to a new limited liability company named LandSource Communities Development LLC (“LandSource”), in exchange for 50% interests in LandSource. In addition, in July 2003, we and LNR formed, and obtained 50% interests in, NWHL Investment LLC (“NWHL”), which in January 2004 purchased The Newhall Land and Farming Company (“Newhall”) for approximately $1 billion. Newhall’s primary business is developing two master-planned communities in Los Angeles County, California.

      In order to enable NWHL to pay the acquisition price of Newhall, we and LNR each contributed approximately $200 million to NWHL, and LandSource and NWHL jointly obtained $600 million of bank financing commitments, of which $400 million was used by NWHL to pay part of the acquisition price of Newhall. The remainder of the bank financing will be available to finance operations of Newhall and other property ownership and development companies that are jointly-owned by us and LNR. The remainder of the acquisition price was paid with proceeds of a sale of income-producing properties from Newhall to LNR for approximately $217 million. We are not obligated with regard to the borrowings by LandSource and NWHL, except that we and LNR have made limited maintenance guarantees and have committed to complete any property development commitments in the event of default.

      In 1997, we and LNR entered into an agreement that, among other things, prevented us from engaging in businesses of the type in which LNR was principally engaged in 1997, and prevented LNR from engaging in businesses of the type in which we were principally engaged in 1997. Those provisions expired in November 2002, but in August 2003, they were extended to November 2005.

      Our By-Laws require that an Independent Directors Committee, which consists entirely of members of our Board who are not directors of LNR, or officers or employees of LNR or us, gives its approval on all ventures we enter into with LNR and any significant transactions between LNR and us or any of our subsidiaries.

      Steven J. Saiontz, one of our directors, was until December 2002, the Chief Executive Officer of LNR. Although he no longer occupies that position, he continues to be a director of LNR. Also, his wife (who is Stuart A. Miller’s sister) is a beneficiary of the trusts described above that indirectly own a large amount of LNR stock.

REPORT OF THE AUDIT COMMITTEE

      The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. The Audit Committee operates pursuant to an Audit Committee Charter, which was approved and adopted by the Board of Directors. Each member of the Audit Committee is independent in the judgment of the Company’s Board of Directors and as required by the current listing standards of the New York Stock Exchange. In fulfilling its oversight responsibilities, the Audit Committee reviewed the Company’s audited financial statements for the year ended November 30, 2003 with management, including a discussion of the quality, not just the acceptability, of accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

      The Audit Committee has discussed with the Company’s independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended. The Audit Committee has received and reviewed the written disclosures and the letter from the independent auditors required by the Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as amended, and has discussed the auditors’ independence with the auditors.

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      Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended November 30, 2003 that was filed with the Securities and Exchange Commission.

REPORT ON EXECUTIVE COMPENSATION

      The Compensation Committee of the Board of Directors presents this report to describe the compensation procedures it applied with regard to our executive officers for fiscal 2003, and the basis for the compensation of Stuart A. Miller, who served as our President and Chief Executive Officer during fiscal 2003.

      Each year, the Compensation Committee reviews the compensation of our employees whose base salary exceeds a specified amount ($200,000 for the year 2003). This review includes management’s recommendations as to salary, bonus and long-term, stock-based compensation for the upcoming year (except that there is no management recommendation as to the Chief Executive Officer). Bonuses for our employees are generally based on bottom-line profitability, return on net assets/capital, customer satisfaction and other factors that vary depending on an employee’s responsibilities. The long-term compensation structure is intended to align the performance of our employees with long-term performance for our stockholders.

      The Compensation Committee reviews in greater depth the compensation of our Chief Executive Officer and our most highly paid executive officers. This review includes proposed salaries, bonuses and long-term, stock-based compensation. In November 2002, we engaged an independent consulting firm, Hewitt Associates LLC, to conduct a study of our program for compensating our senior executives, including our Chief Executive Officer. This study compared our compensation levels both with that of other members of our homebuilding industry peer group, and with that of companies in industry generally with revenues similar to ours. The study analyzed salaries, bonuses and long-term, stock-based compensation. The Compensation Committee considered the results of the study as part of its determination as to what it believed would be a fair compensation program in view of our earnings, returns and other corporate goals.

      At a meeting in December 2002, the Compensation Committee reviewed the compensation of Stuart A. Miller, our Chief Executive Officer. The Compensation Committee discussed the contributions Mr. Miller had made as our Chief Executive Officer, and his expected future contributions. The Compensation Committee decided that, as in past years, Mr. Miller’s bonus should be based on a percentage of our pre-tax earnings, with the percentage depending on our return on net capital (from 0.5% if our return on net capital is below 13% to a high of 1% if our return on net capital exceeds 20%). However in 2003, a new element was added with regard to our customer satisfaction rating as determined by J.D. Power & Associates whereby in order to reach the maximum percentage of pre-tax earnings, a specified customer satisfaction rating must be achieved. Because in 2003, our return on net capital exceeded 20% (it was 23%) and we exceeded the customer satisfaction rating goal, the bonus percentage for 2003 was 1%, which is the maximum percentage that could have been achieved. This is the same percentage that was achieved in 2002. However, because our pre-tax earnings grew from $875.7 million in 2002 to $1.2 billion in 2003, Mr. Miller’s bonus increased from $8.8 million in 2002 to $12.1 million in 2003. Mr. Miller also received stock options that reward him on the basis of the long-term benefit to our stockholders.

      When the Compensation Committee determined Mr. Miller’s compensation, it was aware that Mr. Miller was entitled to receive during fiscal 2003 compensation for serving as Chairman of the Board of LNR Property Corporation, our former wholly-owned subsidiary which we spun-off in October 1997 and which is now a separate, publicly-traded company.

      Also at the meeting in December 2002, the Compensation Committee reviewed in detail and approved the management recommendations regarding compensation of our four most highly paid executive officers in

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      In addition to the review of our most highly paid executive officers, as described above, the Compensation Committee reviews management’s recommendations as to a number of our other highly paid employees. Among the factors considered are the employee’s performance and prevailing levels of compensation in areas in which particular employees work. The Compensation Committee believes that its review of the compensation of everyone who has received more than a specified amount per year has helped ensure that management’s compensation decisions have been made responsibly, and have promoted our policy of attempting to fairly compensate our employees.

Compensation Committee Interlocks And Insider Participation

      Irving Bolotin, who was elected to the Compensation Committee in January 2002, was our Senior Vice President until his retirement in December 1998.

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PERFORMANCE GRAPH

      The following graph compares the five-year cumulative total return of our Class A Common Stock (plus the Class B Common Stock distributed with regard to it), assuming the reinvestment of dividends, with the Dow Jones U.S. Total Market Index and the Dow Jones Home Construction Index:

Comparison Of Five Year Cumulative Total Return

      The graph assumes $100 invested on November 30, 1998 in Lennar Class A Common Stock, the Dow Jones U.S. Total Market Index and the Dow Jones Home Construction Index with the reinvestment of all dividends. Because our Class B Common Stock began trading on the New York Stock Exchange in April 2003, our return as of November 30, 2003 is based on the sales price of one share of our Class A Common Stock and one-tenth of the sales price of a share of our Class B Common Stock.

OTHER MATTERS

      Our management does not know of any matters other than those described in this Proxy Statement which will be presented for action at the meeting. If any other matters properly come before the meeting, or any adjournments, the person or persons voting the management proxies will vote them in accordance with their best judgment.

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AUDITORS

      Deloitte & Touche LLP audited our financial statements for the year ended November 30, 2003. We expect representatives of that firm to be present at the Annual Meeting of Stockholders to answer questions. We will give them an opportunity to make a statement if they wish to do so.

Audit Fees

      The fees billed by Deloitte & Touche LLP for various types of professional services and related expenses during the years ended November 30, 2003 and 2002 were approximately as follows:

      Audit services generally include the audit of the annual financial statements, review of quarterly financial information, consents and comfort letters, while audit related services primarily involve the audits of our employee benefit plans, assistance in understanding and applying financial accounting and reporting standards and accounting assistance with proposed transactions. Tax services are primarily tax planning, tax compliance services and tax return preparation. Other services are primarily non-consultative services.

      Our Audit Committee has been informed of the types of services Deloitte & Touche has been rendering to us and has determined that Deloitte & Touche’s providing those services has been compatible with its maintaining its independence as to us. During fiscal 2003, the Audit Committee pre-approved all services rendered by Deloitte & Touche or any other accounting firm.

      Our Audit Committee will select the firm that audits our financial statements and will determine the compensation of that firm. The Audit Committee Charter requires that the Audit Committee pre-approve all auditing services (including providing comfort letters in connection with securities offerings) and non-audit services (including tax services) provided to us or our subsidiaries by our independent auditors, except for non-audit services covered by the De Minimus Exception in Section 10A of the Securities Exchange Act of 1934. Our Audit Committee has not at this time selected an accounting firm to audit our financial statements for the year ending November 30, 2004. It will discuss the selection at its meeting scheduled for March 2004.

STOCKHOLDERS’ PROPOSALS FOR NEXT YEAR’S ANNUAL MEETING

      We must receive any proposals that stockholders wish to be included in next year’s Proxy Statement at our principal executive offices at 700 N.W. 107th Avenue, Miami, Florida 33172, (Attention: Benjamin P. Butterfield, General Counsel and Secretary), no later than November 8, 2004.

      A proposal that a stockholder wants to make without its being included in next year’s Proxy Statement will not be considered timely and will not be submitted to our stockholders at the 2005 Annual Meeting, unless we receive it by January 22, 2005.

Dated: March 8, 2004

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ANNEX I

AUDIT COMMITTEE CHARTER

Purpose

      The Audit Committee (“Committee”) is appointed by the Board of Directors (“Board”) of Lennar Corporation (the “Company”). Its primary functions are to:

Organization

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Powers

      The Committee will have the authority to engage independent counsel, accounting and other advisors, as it determines necessary to carry out its duties. The Company will provide appropriate funding, as determined by the Committee, in its capacity as a committee of the Board, for payment of compensation (a) to the public accounting firm employed by the Company to audit its financial statements and (b) to any advisors employed by the Committee.

      The Committee may require any officer or employee of the Company or the Company’s outside counsel or independent auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Committee may also meet with the Company’s investment bankers or with financial analysts who follow the Company.

Responsibilities

      The Committee will from time to time adopt any policies or procedures it deems necessary to ensure that the accounting and reporting practices of the Company are of the highest quality.

      While the Committee has the responsibilities and powers set forth in this Charter, it is not the Committee’s responsibility to certify the Company’s financial statements or to guarantee the auditors’ report.

      To fulfill its responsibilities, the Committee will:

Independent Auditors

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Internal Audit

Accounting and Reporting Process

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Other

As amended through February 16, 2004

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