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                                                                     Exhibit 4.2




                               AMENDMENT NO. 1 TO

                       THE SEVENTH SUPPLEMENTAL INDENTURE

      This Amendment No. 1 (this "Amendment") to the Seventh Supplemental
Indenture dated March 19, 2004 (the "Seventh Supplemental Indenture"), to the
indenture (the "Indenture") dated December 31, 1997, between Lennar Corporation
(the "Company") and J.P. Morgan Trust Company, N.A. (as successor to First
National Bank of Chicago, N.A.), as trustee (the "Trustee") is made and entered
into to be effective for all purposes as of the __ day of June, 2004. Each
capitalized term used but not defined in this Amendment will have the meaning
ascribed to that term in the Seventh Supplemental Indenture.

                              W I T N E S S E T H:

      WHEREAS, the Company has proposed that the following amendment be made to
the Seventh Supplemental Indenture, which amendment has been approved in writing
by holders of a majority in principal amount of the outstanding Senior
Floating-Rate Notes due 2009;

      NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:

1.    Amendments.

(A)   Section 1.04 of the Seventh Supplemental Indenture is hereby amended by
      adding the following definition:

      "New Notes" means the Company's Senior Floating-Rate Notes due 2009,
Series B, issued under the Eighth Supplemental Indenture to the Indenture.

(B)   Section 4.03 of the Seventh Supplemental Indenture is hereby deleted in
      its entirety and replaced with the following:

            "(a) At any time when there is an effective registration statement
      under the Securities Act of 1933, as amended, relating to an exchange of
      New Notes for the Notes, any holder of Notes may exchange any principal
      amount of Notes for the same principal amount of New Notes. In order to
      exchange Notes for New Notes, the holder of the Notes that are being
      exchanged must deliver them to an exchange agent designated by the
      Company, accompanied by a request for exchange in the form specified by
      the Company. Notes that are exchanged for New Notes will cease to accrue
      interest on the day before the day from which interest accrues on the New
      Notes issued in the exchange.

            (b) So long as any Notes remain outstanding, not later than 10 days
      after the Company files a Report on Form 10-Q or on Form 10-K relating to
      a fiscal quarter or a fiscal year, the Company will file a registration
      statement relating to the issuance of New Notes in exchange for the Notes,
      and the Company will use its best efforts to cause that registration
      statement to become effective as promptly as practicable."

2.    No Other Amendments. Except as expressly amended herein, the Seventh
      Supplemental Indenture will remain in full force and effect in accordance
      with its terms.

                       [Signature on the following page.]




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      IN WITNESS WHEREOF, the undersigned have executed this Amendment on June
__, 2004.

                                    LENNAR CORPORATION


                                    By:
                                        -----------------------------------
                                        Name:
                                        Title:



                                    Authorized signatory for each of the
                                    Guarantors listed on Schedule I hereto


                                    By:
                                        -----------------------------------
                                        Name:
                                        Title:

                                    J.P. MORGAN TRUST COMPANY, N.A.


                                    By:
                                        -----------------------------------