This is to notify you that the 20072008 Annual Meeting of Stockholders of Lennar Corporation will be held at our offices at 700 Northwest 107th Avenue, Second Floor, Miami, Florida 33172 on Wednesday, March 28, 2007,Tuesday, April 8, 2008, at 11:00 a.m. Eastern Time, for the following purposes:

Only stockholders of record at the close of business on February 9, 200715, 2008 will be entitled to notice of and to vote at the meeting or any adjournment of the meeting.

We cordially invite you to attend the annual meeting in person. However, whether or not you plan to attend the meeting in person, it is important that your shares are represented at the meeting. We ask that you either vote your shares or return the enclosed proxy card at your earliest convenience. You may revoke your proxy at any time before its use.

Our Board of Directors is soliciting the accompanying proxy in connection with matters to be considered at our 20072008 Annual Meeting of Stockholders to be held at our offices at 700 Northwest 107th Avenue, Second Floor, Miami, Florida 33172 on Wednesday, March 28, 2007Tuesday, April 8, 2008 at 11:00 a.m. Eastern time.Time. The individuals named on the proxy card will vote all shares represented by proxies in the manner designated or, if no designation is made, they will vote in accordance with the unanimous recommendation of our Board of Directors as follows:

The individuals acting as proxies will not vote shares that are the subject of a proxy card on a particular matter if the proxy card instructs them to abstain from voting on that matter or to the extent the proxy card is marked to show that some of the shares represented by the proxy card are not to be voted.voted on that matter.

Only stockholders of record at the close of business on February 9, 200715, 2008 will be entitled to notice of andor to vote at this annual meeting or any adjournment of the meeting.We are mailing this proxy statement and the accompanying proxy card on or about February 28, 2007March 7, 2008 to all stockholders of record on February 9, 2007.15, 2008.

At February 9, 200715, 2008, we had two classes of voting stock outstanding, Class A common stock and Class B common stock. At February 9, 2007, 127,370,31515, 2008, 129,732,582 shares of Class A common stock were outstanding and 31,238,82331,284,797 shares of Class B common stock were outstanding. 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.

The inspector of election appointed for the meeting will count the votes cast by proxy or in person at the annual meeting. A majority in voting power, and not less than one-third in number, of the shares entitled to vote, represented in person or by proxy, will constitute a quorum for the transaction of business at the annual meeting. Our 401(k) plan provides that the trustee of the 401(k) plan will vote the shares of our common stock that are not directly voted by the participants. Abstentions and shares held by brokers that are not voted as to any matter at the meeting will be included in determining if a quorum is present or represented at the annual meeting. Brokers who hold shares in street name for customers have the authority under the rules of the New York Stock Exchange to vote on certain matters when they have not received instructions from beneficial owners. Brokers that do not receive instructions are entitled to vote those shares with respect to the election of directors. Shares for which brokers have not received instructions, and therefore are not voted with respect to a certain proposal are referred to as “broker non-votes.” Abstentions from voting on a proposal described in this proxy statement and broker non-votes will not affect the outcome of the vote on that proposal.

Each Director will be elected by a plurality of the votes cast with regard to the election of Directors by the holders of shares of our Class A and Class B common stock, voting together as a single class. A majority of the votes cast by the holders of shares of our Class A and Class B common stock, voting together as a single class, is required to approve the adoptionratification of the Lennar Corporation 2007 Equity Incentive Plan, the adoption of the Lennar Corporation 2007 Incentive Compensation Plan, the stockholder proposal regarding sustainability report orDeloitte & Touche LLP, the stockholder proposal regarding executive compensation.pay for superior performance and the stockholder proposal regarding establishment of a compliance committee. The affirmative vote of the holders of at least a majority of our Class A and Class B common stock, voting together as a single class, is required to approve the amendment to our Amended and Restated Certificate of Incorporation to declassify the Board of Directors.

You may revoke your proxy at any time before its use:

Your presence at the meeting will not revoke your proxy, but if you attend the meeting and cast a ballot with regard to a matter, you will revoke your proxy as to that matter.

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 not reimburse any Director, officer or employee for their solicitation. We will reimburse custodians, brokerage houses, nominees and other fiduciaries for the cost of sending proxy materials to beneficial owners.

Except as indicated below, the following table shows beneficial ownership information as of February 9, 200715, 2008 for (1) each of our current Directors, (2) each of the “named executive officers” who are listed in the “Summary Compensation Table” on page 13 of this proxy statement and (3) all of our current Directors and executive officers as a group. The share amounts and ownership percentages shown for each individual in the table include (1) shares of Class A or Class B common stock that are not currently outstanding but which the individual may acquire upon exercise of options held by that individual that are currently exercisable or will become exercisable within 60 days of February 9, 2007 and (2) shares of Class A or Class B common stock that the individual is deemed to beneficially own under our Deferred Compensation Plan.15, 2008. To our knowledge, and except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

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, as of February 9, 2007,15, 2008, Mr. Miller hashad the power to cast 214,946,284215,275,004 votes, which is 48.9%48.6% of the combined votes that can be cast by all the holders of Class A common stock and Class B common stock, and all of our Directors and executive officers as a group havehad the power to cast 217,782,720218,336,871 votes, which is 49.5%49.3% of the combined votes that can be cast by all the holders of Class A common stock and Class B common stock. These amounts exclude shares of Class A and Class B common stock that are available under our Deferred Compensation Plan for Mr. Miller or our other executive officers, as such shares are deemed to be beneficially owned by, but cannot be voted by, Mr. Miller or our other executive officers.

Our Board of Directors is responsible for overseeing the management of our business. We keep Directors informed of our business at meetings and through reports and analyses presented to the Board of Directors and committees of the Board. Regular communications between the Directors and management also occur apart from meetings of the Board of Directors and committees of the Board. Specifically, from time to time the Board schedules calls with senior management to discuss the Company’s business strategies.

Our Board of Directors currently consists of seveneight members divided into three classes, with members of each class serving for staggered three-year terms. On November 7, 2006, Robert J. Strudler, who served as ChairmanHowever, if Proposal 3 is approved and we amend our Amended and Restated Certificate of ourIncorporation to declassify the Board of Directors, since 2004, died. Mr. Strudler’s death resulted in our current seven-member Board and our Board subsequently determinedat the next annual meeting of stockholders, each director will be elected to reduce the number of directors from eight to seven.serve for only one year.

Irving Bolotin has served as a Director of our company since 1974. Mr. Bolotin is currently retired. From 1972 until his retirement in December 1998, Mr. Bolotin served as a Senior Vice President of our company. Mr. Bolotin also serves on the Board of Directors of Rechtien International Trucks, Inc.

R. Kirk Landon has served as a Director of our company since January 1999. Since 1996, Mr. Landon has served as the President of The Kirk Foundation and President of The Kirk A. and Dorothy P. Landon Foundation. Since 1993,From 2001 to 2007, Mr. Landon hasserved as Chairman of Orange Clothing Company, a clothing manufacturing company. From 1993 until 2006, Mr. Landon served as Chairman of Innovative Surveillance Technology, a provider of surveillance equipment. Since 2001, Mr. Landon has served as Chairman of Orange Clothing Company, a clothing manufacturing company. From 1983 until 2004, Mr. Landon served on the Board of Trustees of Barry University. Mr. Landon currently serves on the Board of Trustees of Florida International University.

Donna E. Shalala has served as a Director of our company since April 2001. Since June 2001, Ms. Shalala has served as the President of the University of Miami, a private higher-education institution, as well as a Professor of Political Science. Before that, from January 1993 until January 2001, Ms. Shalala served as the U.S. Secretary of Health and Human Services. Before that, from 1987 until 1993, Ms. Shalala served as a Professor of Political Science and Chancellor of the University of Wisconsin-Madison. Ms. Shalala also served as a Professor of Political Science and President of Hunter College from 1980 to 1987, and as Assistant Secretary of the Department of Housing and Urban Development during the Carter administration. A distinguished political scientist, she has served widely in the areas of education, urban housing and health policy. Ms. Shalala is also a director of Gannett Co., Inc. and UnitedHealth Group, a Trustee of The Henry J. Kaiser Family Foundation and a member of the Council on Foreign Relations.

Our Board of Directors normally meets quarterly, but holds additional meetings as required. Under our Corporate Governance Guidelines, each Director is required to attend substantially all meetings of the Board. During fiscal 2006,2007, the Board of Directors met seveneight times. Each Director attended at least 75% of the aggregate of: (1) the total number of meetings of the Board of Directors held while that Director was serving on our Board, and (2) the total number of meetings of each committee of the Board on which he or she was serving. It is our policy to encourage directors and nominees for director to attend the annual meeting. All of the members of our Board, except one,Mr. Hudson, who was not a director at the time, attended last year’s annual meeting. In addition to meetings, during July, August and October of 2007, months during which no Board meetings were scheduled, the Board held business review telephone conferences with management to obtain updates on changing business conditions.

Our Board of Directors has unanimously determined that sixseven of our eight Directors, Messrs. Bolotin, Gerard, Hudson, Landon, Lapidus, Sonnenfeld and Ms. Shalala, who together constitute a majority of our Board of Directors, are “independent” Directors, pursuant to the Director Qualification Standards set forth in our Corporate Governance Guidelines, which are consistent with the New York Stock Exchange Corporate Governance Standards. In making this determination,After considering any relevant transactions or relationships between each director, or any of his or her family members, and the Company, our senior management and our independent registered public accounting firm, the Board of Directors has affirmatively determined considering broadly all relevant facts and circumstances regarding each independent Director, that none of the independent Directors has a material relationship with us (either directly, or as a partner, stockholder, officer or affiliate of an organization that has a relationship with us), other than as a member of our Board of Directors.

Mr. Lapidus serves as our Lead Director.  In this capacity, Mr. Lapidus presides over Board meetings in the absence of our Chairman (the Board has not appointed a new Chairman since Robert J. Strudler’sour former Chairman’s death on November 7,in 2006) and presides at all meetings of our independent Directors. In connection with our regularly

Our Board of Directors has adopted a charter for the Audit Committee. A copy of the Audit Committee Charter is available on our website atwww.lennar.comand is available in print to any stockholder who requests a copy from us. Under its charter, the principal functions of the Audit Committee are:

The Audit Committee’s responsibilities also include direct supervision of our internal auditors; selecting and determining the compensation of our independent registered public accounting firm; pre-approving all audit and non-audit services provided to us by our independent registered public accounting firm; meeting regularly with our independent registered public accounting firm, our management and our internal auditors; reviewing any issues regarding accounting or internal control over financial reporting, including any significant deficiencies in our internal control over financial reporting reported to the Audit Committee by our Chief Executive Officer or our Chief Financial Officer; and receiving and reviewing complaints regarding accounting, internal control over financial reporting or auditing matters, including anonymous submissions by employees and others regarding questionable accounting or auditing matters.

The Compensation Committee consists of Messrs. Gerard (Chairperson), Bolotin, Hudson and Landon. Our Board of Directors has determined that all the members of the Compensation Committee are independent under the New York Stock Exchange Corporate Governance Standards. The Compensation Committee met threefive times during fiscal 2006.2007.

The Nominating and Corporate Governance Committee consists of Ms. Shalala (Chairperson), Mr. Bolotin and Mr. Sonnenfeld. Our Board of Directors has determined that all the members of the Nominating and Corporate Governance Committee are independent under the New York Stock Exchange Corporate Governance Standards. The Nominating and Corporate Governance Committee met twothree times during fiscal 2006.2007.

Our Board of Directors has adopted a charter for the Nominating and Corporate Governance Committee. A copy of the Nominating and Corporate Governance Committee Charter is available on our website atwww.lennar.comand is available in print to any stockholder who requests a copy from us. Under its charter, the principal functions of the Nominating and Corporate Governance Committee are:

The Nominating and Corporate Governance Committee identifies and evaluates director nominees from many sources, including nominees recommended by stockholders in accordance with the procedures described below. The Nominating and Corporate Governance Committee reviews the personal characteristics and professional competencies of director candidates with the Board members to ensure that the nominees selected are those best suited, from a corporate governance standpoint, to join our Board and oversee our strategies and operations.

The Nominating and Corporate Governance Committee and the Board of Directors have determined that a Director should have the following characteristics, as set forth in our Corporate Governance Guidelines:

The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders. If a stockholder wishes to recommend a nominee for director, the stockholder should mail a recommendation to usthe Company containing the following information:

In making its determination whether to recommend that the Board of Directors nominate a candidate who has been recommended by a stockholder, the Nominating and Corporate Governance Committee will consider, among other things, the appropriateness of adding another Director to the Board and the candidate’s background and qualifications. The Nominating and Corporate Governance Committee may conduct an independent investigation of the background and qualifications of a candidate recommended by a stockholder, and may request an interview with the candidate. The Nominating and Corporate Governance Committee will not determine whether to recommend that the Board nominate a candidate until the Nominating and Corporate Governance Committee completes what it believes to be a reasonable investigation, even if the recommendation is delayed until after it is too late for the candidate to be nominated for election at a particular meeting of stockholders. When the Nominating and Corporate Governance Committee determines not to recommend that the Board nominate a candidate recommended by a stockholder, or the Board determines to nominate or not to nominate a candidate, the Nominating and Corporate Governance Committee will notify the recommending stockholder and the candidate of the determination.

Our By-Laws provide that the Board of Directors may establish an Executive Committee, which has all authority to act on behalf of the Board of Directors, except as that power is limited by the corporate laws of the State of Delaware, where our company is incorporated, and except as our Board of Directors otherwise provides. During most of fiscal 2006, ourOur Executive Committee consistedconsists of Messrs. Miller and Strudler. After Mr. Strudler’s death in November 2006, Mr. Lapidus was appointed to serve on the Executive Committee. As a result, Messrs. Lapidus and Miller currently comprise the Executive Committee.Lapidus. The Executive Committee took action by unanimous written consent 9214 times during fiscal 2006.2007.

Our By-Laws require that an Independent Directors Committee review and approve certain ventures and transactions that we enter into with LNR Property Corporation (“LNR”) and significant transactions between

Our compensation program for executive officers is designed to attract, motivate and retain highly qualified and experienced executives, reward superior performance and provide incentives that are based on the performance of the Company. Our executive compensation program consists of the following statementcomponents:

Our compensation policy is furnishedto offer market driven base salaries commensurate with each associate’s position in the Company and individual performance, and to have a substantial portion of the total compensation paid to our senior officers be highly variable based upon individual and Company performance and to be coupled with an equity component to align the interests of senior officers with those of our stockholders. We set specific operating goals for our senior officers which determine their bonus opportunities and determine the split between cash and equity based upon Company performance, individual performance and industry and market conditions.

Our Compensation Committee evaluates and approves the compensation for our Chief Executive Officer and our most senior executive officers, among others, including all the named executive officers. Its determinations regarding the compensation of our Chief Executive Officer are made on the basis of the factors it believes to be applicable (discussed below). Its determinations regarding the compensation of our other corporate level executive officers take into account recommendations by our Chief Executive Officer and any other factors the Compensation Committee of Lennar Corporation and is not incorporated by reference into any document that we file with the Securities and Exchange Commission.believes to be applicable.

The Compensation Committee also administers our equity programs, including awards under our 2007 Equity Incentive Plan.

Our Chief Executive Officer reviews the Boardperformance of Directors (the “Committee”) presents this reportour executive officers, other than himself, and makes compensation recommendations to describe the Compensation Committee regarding these executive officers.

The Compensation Committee has the authority to engage compensation procedures it appliedconsultants. In fiscal 2007, we engaged Hewitt Associates on the Compensation Committee’s behalf to provide an analysis of our bonus and long-term incentive programs, our compensation strategy, market comparisons, director compensation trends and potential compensation plan designs and modifications.

In addition, the Company engaged Watson Wyatt & Company to provide management and the human resources department with regard toadvice and information regarding bonus plans, market comparisons for various employees and potential employee retention programs.

We review the compensation of the Company’sour executive officers for fiscal 2006,on a regular basis. The Compensation Committee Chairman and the basis for the compensation of Stuart A. Miller, who served as the Company’s President and Chief Executive Officer (“CEO”) during fiscal 2006.

We utilize compensation data of our peer group of publicly-traded homebuilding industrycompanies to analyze compensation decisions in light of current market rates and practices, and to help ensure that our compensation decisions are reasonable in comparison to the compensation paid by our peer group and the value of particular executives to us. The peer group compensation data is generally compiled from publicly available information. The companies we view as being in our peer group are the following publicly-traded homebuilding companies: Beazer Homes USA, Inc.; Centex Corporation; D.R. Horton, Inc.; Hovnanian Enterprises, Inc.; KB Home; M.D.C. Holdings, Inc.; NVR, Inc.; Pulte Homes, Inc.; The Ryland Group, Inc.; Standard Pacific Corp.; Toll Brothers, Inc. and WCI Communities, Inc.

Due to current unfavorable economic conditions with that of companies with revenues similarregard to homebuilding, we have implemented a salary freeze for management. Accordingly, the Company’s. The study analyzed salaries, bonuses and long-term, stock-based compensation. In September 2003, Hewitt Associates conducted a further analysisbase salary of the CEO’s compensation and in March 2005, Hewitt Associates conducted a further analysisnamed executive officers has remained the same for the last two years. The base salary of CEO bonus payments. The Committee considered the results of these studies, as well as comparative data regarding bonuses paidour chief executive officer has remained unchanged since 2003.

With regard to CEOs by peer companies during fiscal 2005 and 2006 as reported in those companies’ filings2007, our executives were awarded base salaries at different levels primarily based on their tenure with the SecuritiesCompany and Exchange Commission, as parttheir level of its determination asresponsibility. These salaries are set forth in the “Summary Compensation Table.” When setting base salaries, we do not use a percentage or ratio that the base salary should be in relation to what it believed wouldtotal compensation, but we do believe that incentive compensation should continue to be a fair compensation program in viewsignificant portion of the Company’s earnings, returns and other corporate goals.total compensation.

The bonuses for our Chief Executive Officer, Chief Operating Officer and Executive Vice President under our 2007 theIncentive Compensation Committee reviewed Mr. Miller’s compensation. The Committee discussed the contributions Mr. Miller has made as the Company’s CEO, and his expected future contributions. The Committee decided that, as in past years, Mr. Miller’s bonus should bePlan are based on a percentagepercentages of the Company’sour pre-tax earnings, with the percentagepercentages for 20062007 depending on the Company’sour return on capital and diluted earnings per share (from 0.5% if return on capital is below 17% to a high(the percentages and applicable hurdles for each of 1% if return on capital equals or exceeds 22%and diluted earnings per share equals or exceeds $10.00)those three executive officers are set forth in the following table). However,In addition, in order for the three executives to reach the maximum percentage of pre-tax earnings, we must achieve a specified customer satisfaction rating must also be achieved. Because in fiscal 2006, the Company’s return on capital was below the minimum threshold, and diluted earnings per share was below the minimum hurdle, the bonus percentage for fiscal 2006 was 0.5%, which is the minimum percentage that could have been achieved. Lennar’s customer excellence exceeded targets resulting in no further reduction of bonus. This bonus percentage is one-half of the bonus percentage that was achieved in fiscal 2005. Because of the lower bonus percentage and because the Company’s pre-tax earnings decreased from $2.2 billion in fiscal 2005 to $943 million in fiscal 2006, Mr. Miller’s bonus decreased from $21.5 million in fiscal 2005 to $4.7 million in fiscal 2006. Mr. Miller’s bonus was paid half in stock and half in cash for fiscal 2005 but for fiscal 2006 the Committee decided, as a result of the lower bonus amount and Mr. Miller’s significant common stock ownership, to pay the entire bonus in cash, less taxes and applicable withholdings. Mr. Miller also receivedrating.

stock optionsBecause we did not have pre-tax earnings in fiscal 2007, the bonus calculations for each of these three executives resulted in a bonus of $0 for each of them. Nevertheless, the Compensation Committee, after considering the individual performance of the Executive Vice President, awarded him a bonus of $1,000,000, compared to the $4,356,600 bonus paid to him for fiscal 2006. In deciding to pay this bonus, the Compensation Committee considered the contributions that the Executive Vice President has made to the Company during his comparatively short tenure and the significant personal efforts that he made in restructuring the Company’s divisions, including his willingness to assume responsibility for the operations of certain divisions. No bonus was paid to the Chief Executive Officer or the Chief Operating Officer, compared to fiscal 2006 bonuses of $4,713,200 for the Chief Executive Officer and $1,885,300 for the Chief Operating Officer.

This program’s emphasis on return on capital was designed to be consistent with our “balance sheet first” philosophy and was deemed to be an appropriate measure of our performance in conjunction with our operating plan and in comparison to the performance of our peers based on what we believe to be the most important contributor to long-term shareholder value. We believe it is important to include earnings per share because that metric directly aligns the interests of our senior management and our shareholders. We include customer excellence rating to stress the importance of maintaining the high quality of the homes we build.

We use percentage of pre-tax earnings as a component of the bonus calculation for these three executive officers because they are responsible for developing and implementing our corporate strategies, and therefore we believe it is appropriate to reward himthem based on the basissuccess or lack of success of those strategies.

This program’s emphasis on return on capital was designed to be consistent with the Company’s “balance sheet first” philosophy and was deemed to be a good measure of the Company’s long-term performance in comparison to

Stock option grants are typically made to key employees during the first quarter of a fiscal year after we have had a chance to evaluate the Company’s performance for the prior fiscal year. In addition to these annual grants, we sometimes grant options to new associates upon hire or to current associates upon promotion. Each stock option has an exercise price equal to the closing price of our stock on the date of grant, is subject to vesting over a four-year period and expires on the fifth anniversary of the grant date. We believe that stock options provide an important incentive for our employees to maximize stockholder value, because the stock options only have value if our stock price increases after the date of grant. During our 2007 fiscal year, we did not award any stock options to any of our named executive officers.

The named executive officers receive vacation, medical, 401(k) and other benefits that are generally available to all of the Company’s stockholders.employees.

The following table sets forth compensation information for each of our last three fiscal yearsyear with regard to (i) our Chief Executive Officer,principal executive officer, (ii) our principal financial officer and (iii) our other fourthree most highly compensated executive officers during fiscal 2006 and (iii) one additional individual for whom disclosures would have been provided but for the fact that the individual was not serving as an executive officer at the end of fiscal 2006,2007, to whom we refer collectively as the “named executive officers.”

The following table sets forth information about options to purchase our Class A common stockthe plan-based awards that were granted to our named executive officers during fiscal 2006:2007: