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                              June 9, 2024

       David K. Chene
       Chief Executive Officer
       Millrose Properties, Inc.
       600 Brickell Avenue, Suite 1400
       Miami, FL 33131

                                                        Re: Millrose
Properties, Inc.
                                                            Draft Registration
Statement on Form S-11
                                                            Submitted May 13,
2024
                                                            CIK No.: 0002017206

       Dear David K. Chene:

                                                        We have reviewed your
draft registration statement and have the following comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form S-11

       Cover page

   1.                                                   Please revise to
clarify that even current holders of the Class B common stock of Lennar
                                                        will receive by default
shares of Millrose's Class A common stock in the spin-off, unless
                                                        an affirmative election
is made to receive Millrose's Class B common stock. In addition,
                                                        clarify here, and
elsewhere as appropriate, whether there is a maximum number of
                                                        Millrose Class B common
stock that may be distributed in the spin-off, and if there is a
                                                        maximum limit, how the
number of Class B common stock will be distributed among
                                                        those who elect to
receive such shares.
       Industry and Market Data, page ii

   2.                                                   We note your statements
that you have not independently verified industry and market
                                                        data obtained from
various third-party sources and that the accuracy and completeness of
                                                        the information are not
guaranteed. As it is not appropriate for the company to directly or
 David K. Chene
Millrose Properties, Inc.
June 9, 2024
Page 2
         indirectly disclaim liability for information in the registration
statement, please remove
         such disclosure or include a sentence specifically confirming that you
are responsible for
         all disclosures in the registration statement.
Summary, page 1

3.       We note your reference to your glossary. Although we do not object to
the use of a
         glossary, please revise your disclosures to define all
industry-specific or technical terms
         the first time they appear. Please also revise to ensure that your
disclosures are in plain
         English and are clear without frequent reliance on defined terms or
references to other
         documents. For example, it is not clear why "Work" is defined to refer
to Horizontal
         Development services, or why a defined term is needed for "Applicable
Rate" when it
         appears it is a defined percentage, based on your disclosure on page
241. Please revise
         your discussion of the management fee to KL so that investors have an
understanding of
         the amount or calculation of the fee without reference to the
glossary. In addition, we note
         that "All Appropriate Inquiries" is not defined.
4.       Please generally revise the Summary so that Millrose's business is
more clearly explained
         without frequent reference to defined terms. Your revised disclosure
should clearly
         explain the concept of land banking and the HOPP'R, including how the
latter is
         an innovative form of land banking, and include a discussion of its
disadvantages as well
         as its advantages, as compared to traditional land banking. Please
also add disclosure
         regarding Lennar's capital priority right, including providing
investors with context as to
         the initial amount of such right.
Business Plan and Objectives, page 2

5.       We note your references to the "all-weather" permanent capital HOPP
R, and it appears
         that such "all-weather" capability depends on the proceeds from the
exercise by Lennar
         and any future customers of purchase options. Please explain the basis
for why you
         believe it has "all-weather" capability, and revise to balance such
statement by explaining
         that Lennar and future home builder customers have the right, but not
the obligation, to
         undertake or complete any home construction, or repurchase finished
homesites, as you
         further explain elsewhere, including on page 40.
6.     We note your statement that you may provide the HOPP'R to other
customers to diversify
       and scale business growth. Please revise to add balancing disclosures
explaining that you
       will likely need third-party financing to do so, and that you may not
enter into such
       financing arrangements if they would cause your debt to capital ratio to
exceed a specified
       percentage under the Lennar Agreements, unless you obtain the prior
approval of Lennar,
FirstName LastNameDavid K. Chene
       as you further explain later in your prospectus. Also revise to discuss
here the right Lennar
Comapany    NameMillrose
       has to               Properties,
              lower its Monthly  OptionInc.
                                         Payment rate to any lower rate you may
negotiate with
June 9,any
        2024non-Lennar
              Page 2 customer.
FirstName LastName
 David K. Chene
FirstName  LastNameDavid  K. Chene
Millrose Properties, Inc.
Comapany
June 9, 2024NameMillrose Properties, Inc.
June 9,
Page 3 2024 Page 3
FirstName LastName
Our Competitive Strengths, page 7

7.       Please revise this section to add balancing disclosure regarding the
risks of your business.
         For example, balance your statements explaining that your business is
expected to operate
         as a permanent capital vehicle and that you will be distinguished from
more traditional
         land banking with disclosure regarding your holding company structure,
the sources of
         your income, and how it is mainly limited to net earnings generated
from monthly option
         payments after payments for taxes and expenses (including the
management fee), and the
         promissory note interest payments. Please also revise to disclose the
amount of the
         monthly payments under the note. Also balance your discussion of
Kennedy Lewis'
         management strengths by clarifying that prior to the spin-off, you
were managed by
         Lennar personnel, that Kennedy Lewis has no experience managing a
public
         company, that the other entities currently managed by Kennedy Lewis
are significantly
         different from you in many ways, including in terms of targeted
assets, geographical
         areas, and regulatory structure and limitations, and that KL does not
have experience as a
         home builder or real estate developer, as you further explain on pages
43 and 50.
Frequently Asked Questions, page 16

8.       Please revise to add a question and answer regarding why no
shareholder approval is
         being sought in connection with the spin-off.
Will Lennar own any of our shares after the Distribution?, page 27

9.       Please expand your discussion of the Miller Family's ownership to
disclose the percentage
         voting power currently held by it with respect to the Lennar common
stock, and in the
         fourth summary risk factor on page 33, revise to quantify the voting
power the Miller
         Family will have in you.
Summary Risk Factors, page 32

10.      Please expand your risk factor on page 50 to discuss Kennedy Lewis'
lack of experience
         as a home builder or real estate developer and the resulting
consequences of this lack of
         experience in the event Lennar or another customer does not exercise
their option to build
         on the property following horizontal development. In the third bullet
on page 33, revise to
         disclose the other roles at Kennedy Lewis held by the CEO and CFO and
disclose that
         they are not required to dedicate a specific amount of time to you.
11.      Expand your discussion of the 19th summary risk factor on page 33 to
discuss the
         potential effect this requirement may have on the price of your
shares.
Risk Factors
Risks Related to Our Governance Structure, page 58

12.      We note that in order to receive shares of your Class B common stock,
Lennar common
         stockholders, including those who currently hold Lennar Class B common
stock, will have
 David K. Chene
FirstName  LastNameDavid  K. Chene
Millrose Properties, Inc.
Comapany
June 9, 2024NameMillrose Properties, Inc.
June 9,
Page 4 2024 Page 4
FirstName LastName
         to submit an Election Form to make an election to receive Class B
common stock by the
         Election Expiration Time. Since it appears that Lennar common
stockholders will lose the
         opportunity to receive shares of your Class B common stock unless they
adhere to such a
         procedure, please add a risk factor to discuss that risk. In addition,
please discuss risks
         related to the uncertainty of how many shares of your Class B common
stock will be
         distributed in the spin-off, and how this could result in a different
number of shares of
         your Class B common stock as compared to the number of Lennar Class B
common stock,
         and the resulting consequences.
Our Business
The Operating Principles, page 102

13.      You explain that the Transferred Assets and future property assets
will be pooled to
         protect you against a home builder customer from "cherry picking"
assets. Please expand
         your discussion to explain this concept, including by clarifying how
properties are
         determined to be allocated to the same pool, and how this arrangement
would work if
         properties in the same pool are developed at different times (e.g., if
in a particular
         situation, most of the properties in the pool were developed earlier
and already purchased,
         with the remaining properties being the "undesirable" properties).
Highly Synergistic Business to Support Home Building, page 110

14.      We note your disclosure about the manager   s ability pursuant to the
Lennar Agreements to
         put back Future Property Assets after Lennar exercises its termination
rights in certain
         limited circumstances involving a misrepresentation relating to title,
environmental
         matters and permits/approvals. Please revise to explain these rights.
Summary of Agreements Between Millrose and Lennar, page 117

15.      Please revise to describe the material terms of any termination
provisions with respect to
         each agreement.
Our Properties
Geography, Value and Types of Transferred Assets, page 140

16.      Please expand your table on page 142 or otherwise add narrative
disclosure to provide
         additional context for investors to understand how the Groups 1-5
properties are allocated
         among the states. In addition, you explain on page 103 that the
Transferred Assets will be
         pooled by the time the spin-off is completed. Please revise to explain
which properties are
         pooled together.
Manager and Management Agreement
Allocation Policy, page 164

17.      Please expand your disclosure to provide additional information
regarding the allocation
         policy.
 David K. Chene
Millrose Properties, Inc.
June 9, 2024
Page 5
Summary Historical and Pro Forma Combined Financial Information, page 179

18.    We note that the description of the pro forma revenue amount in this
table differs from the
       description in footnote (h) to the unaudited pro forma combined
financial statements.
       Please clarify if the pro forma revenue amount consists solely of option
fee revenue or if it
       includes land sales, and revise your descriptions on page 31 and F-6 for
consistency.
Stock Ownership of Certain Beneficial Owners and Management, page 194

19.    Please revise to clarify the underlying assumption with respect to the
number of shares of
       Class B common stock that will be issued in the spin-off, given the
ability of the Lennar
       stockholders to elect to receive shares of your Class B common stock,
and disclose how
       the information in this table would change depending on different
numbers of shares of
       Class B common stock that may be issued. Please also disclose this
assumption in the risk
       factor on page 60 regarding the Miller Family's holdings following the
distribution. In
       addition, explain why you assume GAMCO Investors will hold Class A
common stock,
       when your disclosure in footnote 2 indicates that it currently holds
Lennar Class B
       common stock.
        Please contact William Demarest at 202-551-3432 or Kristina Marrone at
202-551-3429
if you have questions regarding comments on the financial statements and
related matters. Please
contact Kibum Park at 202-551-6836 or Dorrie Yale at 202-551-8776 with any
other questions.



                                                             Sincerely,
FirstName LastNameDavid K. Chene
                                                             Division of
Corporation Finance
Comapany NameMillrose Properties, Inc.
                                                             Office of Real
Estate & Construction
June 9, 2024 Page 5
cc:       Lillian Tsu, Esq.
FirstName LastName