8-K

===========================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                    -----------------------------------

                                  FORM 8-K

                               CURRENT REPORT

                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                    -----------------------------------


DATE OF REPORT:   JANUARY 18, 2002
DATE OF EARLIEST EVENT REPORTED:    JANUARY 16, 2002

                             THE ROUSE COMPANY
           (Exact name of registrant as specified in its charter)


MARYLAND                       0-1743                         52-0735512
(State or other         (Commission File Number)             (I.R.S. Employer
jurisdiction of                                         Identification Number)
incorporation or
organization)
                       10275 LITTLE PATUXENT PARKWAY
                       COLUMBIA, MARYLAND 21044-3456

                 (Address of principal executive offices)




REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:           (410) 992-6000

============================================================================






ITEM 5.       OTHER EVENTS.

     On Thursday, January 17, 2002, the Registrant announced it was selling
14.5 million shares of common stock for aggregate gross proceeds to the
Registrant of $397.3 million ($27.40-per-share). Deutsche Banc Alex. Brown
Inc. is underwriting the offering and has an option to buy up to an
additional 2.175 million shares to cover over-allotments.

     The common stock is being offered through a prospectus supplement
dated January 16, 2002 under the Registrant's shelf registration statement.
The prospectus supplement has been filed with the Securities and Exchange
Commission.

     Filed herewith are copies of:

(a)  Underwriting Agreement entered into between Registrant and Deutsche
     Banc Alex. Brown Inc., dated January 16, 2002, in connection with the
     offering of common stock of Registrant (the "Offering") as described
     in the Prospectus Supplement, dated January 16, 2002 (the "Prospectus
     Supplement"), under the Registrant's Registration Statement on Form
     S-3 (Registration No. 333-67137) (the "Registration Statement").

(b)  Pricing Agreement entered into between Registrant and Deutsche Banc
     Alex. Brown Inc., dated January 16, 2002, in connection with the
     Offering.

(c)  Opinion of Piper Marbury Rudnick & Wolfe LLP as to the validity of
     common stock of Registrant offered pursuant to the Prospectus
     Supplement.

(d)  Opinion of Arnold & Porter as to certain federal income tax matters.


ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS.

(a)      Financial Statements of Business Acquired:

         Not applicable.

(b)      Pro Forma Financial Information:

         Not applicable.

(c)      Exhibits:

         The following exhibits are incorporated by reference into
         the Registration Statement as exhibits to such
         Registration Statement:


 Exhibit to
  Form 8-K         Exhibit to Registration Statement/Description
- ------------       ---------------------------------------------

    1.1            Exhibit 1.4 - Underwriting Agreement entered into
                   between Registrant and Deutsche Banc Alex. Brown
                   Inc. in connection with the Offering.

    1.2            Exhibit 1.5 - Pricing Agreement entered into between
                   Registrant and Deutsche Banc Alex. Brown Inc. in
                   connection with the Offering.

    23.1           Exhibit 23.6 - Consent of Piper Marbury Rudnick & Wolfe
                   LLP (included in Exhibit 5.3 to the Registration
                   Statement).

    23.2           Exhibit 23.7 - Consent of Arnold & Porter (included in
                   Exhibit 8.1 to the Registration Statement).

    99.1           Exhibit 5.3 - Opinion of Piper Marbury Rudnick & Wolfe
                   LLP as to the validity of common stock of Registrant.

                                     2



    99.2           Exhibit 8.1 - Opinion of Arnold & Porter as to certain
                   federal income tax matters.





                                     3



                                 SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.



         Dated: January 18, 2002


                              THE ROUSE COMPANY


                              By:  /s/ Melanie M. Lundquist
                                   -----------------------------------------
                                   Melanie M. Lundquist
                                   Vice President and Corporate Controller





                                     4




                               EXHIBIT INDEX


                 Exhibit      Description*
                 -------      -----------

                    1.1       Exhibit 1.4 - Underwriting Agreement entered
                              into between Registrant and Deutsche Banc
                              Alex. Brown Inc. in connection with the
                              Offering.

                    1.2       Exhibit 1.5 - Pricing Agreement entered into
                              between Registrant and Deutsche Banc Alex.
                              Brown Inc. in connection with the Offering.

                   23.1       Exhibit 23.6 - Consent of Piper Marbury
                              Rudnick & Wolfe LLP (included in Exhibit 5.3
                              to the Registration Statement).

                   23.2       Exhibit 23.7 - Consent of Arnold & Porter
                              (included in Exhibit 8.1 to the Registration
                              Statement).

                   99.1       Exhibit 5.3 - Opinion of Piper Marbury
                              Rudnick & Wolfe LLP as to the validity of
                              common stock of Registrant.

                   99.2       Exhibit 8.1 - Opinion of Arnold & Porter as
                              to certain federal income tax matters.

                   *Exhibit numbers in Description are exhibit numbers for
                    the Registration Statement.

                                     5

EX-1.1

                                                  [Exhibit 1.1 to Form 8-K]
                                    [Exhibit 1.4 to Registration Statement]

                             THE ROUSE COMPANY

                                COMMON STOCK

                           UNDERWRITING AGREEMENT

                                                           January 16, 2002

To the Representative of the
several Underwriters named in the
respective Pricing Agreements
hereinafter described.

Ladies and Gentlemen:

     From time to time The Rouse Company, a Maryland corporation (the
"Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms
and conditions stated herein and therein, to issue and sell to the firms
named in Schedule I to the applicable Pricing Agreement (such firms
constituting the "Underwriters" with respect to such Pricing Agreement and
the securities specified therein) certain shares of its Common Stock, par
value $0.01 per share (the "Shares"), specified in Schedule I to such
Pricing Agreement (with respect to such Pricing Agreement, the "Firm
Shares"). If specified in such Pricing Agreement, the Company may grant to
the Underwriters the right to purchase at their election an additional
number of Shares, specified in such Pricing Agreement as provided in
Section 3 hereof (the "Optional Shares"). The Firm Shares and the Optional
Shares, if any, which the Underwriters elect to purchase pursuant to
Section 3 hereof are herein collectively called the "Designated Shares".

     The terms and rights of any particular issuance of Designated Shares
shall be as specified in the Pricing Agreement relating thereto.

     1. Particular sales of Designated Shares may be made from time to time
to the Underwriters of such Shares, for whom the firms designated as
representatives of the Underwriters of such Shares in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The
term "Representatives" also refers to a single firm acting as sole
representative of the Underwriters and to an Underwriter or Underwriters
who act without any firm being designated as its or their representatives.
This Underwriting Agreement (the "Agreement") shall not be construed as an
obligation of the Company to sell any of the Shares or as an obligation of
any of the Underwriters to purchase the Shares. The obligation of the



Company to issue and sell any of the Shares and the obligation of any of
the Underwriters to purchase any of the Shares shall be evidenced by the
Pricing Agreement with respect to the Designated Shares specified therein.
Each Pricing Agreement shall specify the aggregate number of Firm Shares,
the maximum number of Optional Shares, if any, the public offering price of
such Firm Shares and Optional Shares or the manner of determining such
price, the purchase price to the Underwriter of such Designated Shares, the
names of the Underwriters of such Designated Shares, the names of the
Representatives of such Underwriters and the number of such Designated
Shares to be purchased by each Underwriter and the commission, if any,
payable to the Underwriters with respect thereto and shall set forth the
date, time and manner of delivery of such Firm Shares and Optional Shares,
if any, and payment therefor. The Pricing Agreement shall also specify (to
the extent not set forth in the registration statement and prospectus with
respect thereto) the terms of such Designated Shares. A Pricing Agreement
shall be in the form of an executed writing (which may be in counterparts),
and may be evidenced by an exchange of telegraphic communications or any
other rapid transmission device designed to produce a written record of
communications transmitted. The obligations of the Underwriters under this
Agreement and each Pricing Agreement shall be several and not joint.

     2. The Company represents and warrants to, and agrees with, the
Underwriters that:

          (a) A registration statement on Form S-3 (File No. 333-67137) in
respect of the Shares has been (i) prepared by the Company in conformity
with the requirements of the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations of the Securities and Exchange
Commission (the "Commission") thereunder, (ii) filed with the Commission
under the Act and (iii) declared effective by the Commission; the
registration statement, as amended at the date of this Agreement, meets the
requirements set forth in Rule 415(a)(1)(x) under the Act and complies in
all material respects with such Rule; and no stop order suspending the
effectiveness of the registration statement or any post-effective amendment
thereto, if any, has been issued, and no proceeding for that purpose has
been initiated or threatened by the Commission; the Company proposes to
file with the Commission pursuant to Rule 424(b) under the Act ("Rule
424(b)") a supplement to the form of prospectus included in the
registration statement relating to the offering of the Designated Shares
and has previously advised you of all information (financial and other)
with respect to the Company to be set forth therein. The term "Registration
Statement" means the registration statement, as amended as of the date of
the Company's Annual Report on Form 10-K for the year ended December 31,
2000 (the "2000 Form 10-K"), as amended at the date of this Agreement and
as amended from time to time hereafter, including the exhibits thereto, and
the 2000 Form 10-K and all other documents incorporated or deemed to be
incorporated therein by reference pursuant to Item 12 of Form S-3 (the
"Incorporated Documents"), and such prospectus as then amended, including
the Incorporated Documents, is hereinafter referred to as the "Base

                                    2


Prospectus"; and such supplemented form of prospectus, in the form in which
it shall be filed with the Commission pursuant to Rule 424(b) (including
the Base Prospectus as so supplemented), is hereinafter called the
"Prospectus". The Base Prospectus, as the same may be amended or
supplemented from time to time by a preliminary form of prospectus
supplement relating to the Designated Shares, as and if filed pursuant to
Rule 424(b), is hereinafter called the "Preliminary Prospectus." Any
reference herein to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include the Incorporated Documents which were filed
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or the Act, as the case may be, on or before the issue date of the
Preliminary Prospectus or the issue date of any Prospectus, as the case may
be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the
filing of any Incorporated Documents under the Exchange Act or the Act, as
the case may be, after the date of the Pricing Agreement or the issue date
of the Base Prospectus, any Preliminary Prospectus or the Prospectus, as
the case may be, and deemed to be incorporated therein by reference.

          (b) The documents incorporated or deemed to be incorporated by
reference in the Prospectus, when they became effective or were filed with
the Commission, as the case may be, conformed in all material respects to
the requirements of the Exchange Act or the Act, as applicable, and the
rules and regulations of the Commission thereunder, and none of such
documents contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading, and any further documents so filed
and incorporated by reference in the Prospectus, when such documents are
filed with the Commission, will conform in all material respects to the
requirements of the Exchange Act, and will not contain an untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein not misleading;

          (c) The Registration Statement and the Prospectus conform, and
any further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of
the Act and the rules and regulations of the Commission thereunder; the
Registration Statement and any amendment thereto do not and will not, as of
the applicable effective date, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; the Prospectus
does not contain and as amended or supplemented will not contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter of

                                    3


Designated Shares through the Representatives expressly for use in the
Prospectus relating to such Shares;

          (d) The Company and its subsidiaries, taken as a whole, have not
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus any material loss
or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth
or contemplated in the Prospectus; and, since the respective dates as of
which information is given in the Registration Statement and the
Prospectus, there has not been any change in the capital stock (other than
issuances of capital stock (i) pursuant to bonus stock awards granted in
the ordinary course of business, (ii) upon exercise of options and stock
appreciation rights and upon conversions of convertible securities and
(iii) pursuant to the terms of the Contingent Stock Agreement, effective as
of January 1, 1996, executed in connection with the acquisition by the
Company of all of the outstanding equity interests in The Hughes
Corporation and its affiliated partnership, Howard Hughes Properties,
Limited Partnership (the "Contingent Stock Agreement"), in each case,
except with respect to bonus stock awards granted in the ordinary course of
business, which were outstanding as of the date of the latest audited
financial statements included or incorporated by reference in the
Prospectus), or any material and adverse change in the long-term debt of
the Company and its subsidiaries, taken as a whole (it being understood
that, absent unusual circumstances, an increase in long-term debt of the
Company and its subsidiaries, taken as a whole, of less than 5% would not
be a material and adverse change to the Company and its subsidiaries, taken
as a whole), or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the, business,
properties, management, financial condition or results of operations (based
on Funds from Operations) (a "Material Adverse Effect") of the Company and
its subsidiaries, taken as a whole, otherwise than as set forth or
contemplated in the Prospectus;

          (e) Except as noted therein, the consolidated financial
statements, and the related notes thereto, incorporated by reference in the
Registration Statement and the Prospectus present fairly in all material
respects the consolidated financial position of the Company and its
consolidated subsidiaries as of the dates indicated and the results of
their operations and changes in their consolidated cash flows for the
periods specified; and such financial statements have been prepared in
conformity with accounting principles generally accepted in the United
States of America applied on a consistent basis; the supporting schedules
incorporated by reference in the Registration Statement present fairly in
all material respects the information required to be stated therein; and
the pro forma financial information and the related notes thereto,
contained in the Registration Statement and the Prospectus fairly present
in all material respects the information contained therein and have been
prepared on a reasonable basis using reasonable assumptions and on a basis

                                     4


consistent with the segment accounting principles and policies of the
Company reflected in such financial statements;

          (f) The Company and its subsidiaries have, or in those cases
where such subsidiary is a general partner in a partnership, such
partnership has, good and marketable fee simple and/or leasehold title (as
the case may be) to all real property owned by it or them (except for those
lesser estates in real property which, in the aggregate, are not material
in value to the Company and its subsidiaries), subject only to (i) those
liens and encumbrances which have been reflected generally or in the
aggregate in the financial statements of the Company as disclosed in the
Prospectus or as are described specifically, generally or in the aggregate
in the Prospectus, or (ii) such liens and encumbrances (A) not required by
generally accepted accounting principles to be disclosed in the financial
statements of the Company, which (I) if all material covenants and
conditions thereof are observed or performed, will not materially interfere
with the use made or proposed to be made of such property by the Company
and its subsidiaries or (II) are reasonable and customary with regard to
the normal operation of land and improvements held for commercial purposes
by first class owners and operators of commercial real estate, or (B) which
were incurred after the date of the latest audited financial statements
included or incorporated by reference in the Prospectus in the ordinary
course of business (including financings) and which, in the aggregate (on a
net basis), are not material to the Company and its subsidiaries, taken as
a whole. The Company and its subsidiaries have title to the personal
property owned by it or them and, subject to the continued performance of
the material covenants and conditions of liens and encumbrances thereon,
have the right to use such without interference in the normal course of
business, except for such interference as would not have a Material Adverse
Effect on the Company and its subsidiaries, taken as a whole;

          (g) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of Maryland, with
power and authority (corporate and other) to own its properties and conduct
its business as described in the Prospectus, and has been duly qualified as
a foreign corporation for the transaction of business and is in good
standing under the laws of each other jurisdiction in which the failure so
to qualify and maintain good standing would have a material adverse effect
on the Company and its subsidiaries, taken as a whole; and each subsidiary
of the Company has been duly incorporated or formed and is validly existing
as a corporation, limited liability company or limited partnership in good
standing under the laws of its jurisdiction of incorporation or formation
except for such failures to maintain good standing as would not have a
Material Adverse Effect on the Company and its subsidiaries, taken as a
whole;

          (h) The Company has an authorized capitalization as set forth in
the Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are fully paid
and non-assessable; all of the issued shares of capital stock of each

                                     5


subsidiary of the Company have been duly and validly authorized and issued,
are fully paid and non-assessable and are owned (with exceptions that are
disclosed (whether directly or through incorporation by reference) in the
Prospectus or are not material to the Company and its subsidiaries, taken
as a whole) directly or indirectly by the Company, free and clear of all
liens, encumbrances or claims (collectively, "Liens") except (i) Liens
relating to debt which has been disclosed specifically, generally or in the
aggregate in the Prospectus or incurred after the date of the latest
audited financial statements included or incorporated by reference in the
Prospectus in the ordinary course of business (including financings), (ii)
Liens incurred in the ordinary course of business which are not materially
adverse to the operations of the Company and its subsidiaries, taken as a
whole, and (iii) restrictions on the transfer or use of the stock of any
subsidiary under any partnership, joint venture or lease agreements to
which the Company or any of its subsidiaries is a party; and, except as
described in or expressly contemplated by the Prospectus, there are no
outstanding rights (including, without limitation, preemptive rights),
warrants or options (other than stock options which have been issued to
employees and rights to the issuance of Shares held by the former Hughes
owners pursuant to the Contingent Stock Agreement) to acquire, or
instruments (other than the outstanding shares of Series B Preferred Stock
of the Company) convertible or exchangeable for, any shares of capital
stock or other equity interest in the Company, or any contract, commitment,
agreement, understanding or arrangement of any kind relating to the
issuance of any capital stock of the Company, any such convertible or
exchangeable securities or any such rights, warrants, or options, which
such rights, warrants, options, instruments, or contract, commitment,
agreement, understanding or arrangement may be reasonably expected to be
material to the securityholders of the Company. As used herein, "capital
stock" means any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and
all equivalent ownership interests in a person which is not a corporation
and any and all warrants or options to purchase any of the foregoing;

          (i) The Shares have been duly and validly authorized, and, when
Firm Shares are issued and delivered against payment therefor pursuant to
this Agreement and the Pricing Agreement with respect to such Designated
Shares and, in the case of Optional Shares, pursuant to Over-allotment
Options (as defined in Section 3 hereof) with respect to such Designated
Shares, such Designated Shares will be duly and validly issued and fully
paid and non-assessable; the Shares conform to the description thereof
contained in the Registration Statement and the Designated Shares will
conform to the description thereof contained in the Prospectus with respect
to such Designated Shares; and the Designated Shares will have the rights
set forth in the Company's Articles of Incorporation, as then amended or
supplemented; and the holders of outstanding capital stock of the Company
are not entitled to preemptive or other rights afforded by the Company to
subscribe for the Designated Shares;

                                     6


          (j) Neither the Company nor any of its subsidiaries is, or with
the giving of notice or lapse of time or both, would be, in violation of or
in default under, its Articles of Incorporation or By-Laws or any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which it or any of them or any of their respective properties is bound,
except for violations and defaults which, individually and in the
aggregate, do not have a Material Adverse Effect on the Company and its
subsidiaries taken as a whole; the issue and sale of the Shares, the
compliance by the Company with all of the provisions of this Agreement, any
Pricing Agreement and each Over-allotment Option, if any, and the
consummation of the transactions herein and therein contemplated will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company or
any of its subsidiaries is bound or to which any of the property or assets
of the Company or any of its subsidiaries is subject except for such
conflict, breach, violation or default which does not have a Material
Adverse Effect on the Company and its subsidiaries, taken as a whole, nor
will such actions result in any violation of the provisions of the Articles
of Incorporation, as then amended or supplemented, or the Bylaws of the
Company or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of
its subsidiaries or any of their properties; and no consent, approval,
authorization, order, registration or qualification of or with any court or
governmental agency or body is required for the issue and sale of the
Shares or the consummation by the Company of the other transactions
contemplated by this Agreement, any Pricing Agreement or any Over-allotment
Option, except such as have been, or will have been prior to each Time of
Delivery (as defined in Section 4 hereof), obtained under the Act and such
consents, approvals, authorizations, orders, registrations or
qualifications as may be required under state securities or Blue Sky laws
in connection with the purchase and distribution of the Shares by the
Underwriters;

          (k) Other than as set forth in the Prospectus, there are no legal
or governmental proceedings pending to which the Company or any of its
subsidiaries is a party or to which any property of the Company or any of
its subsidiaries is subject, which are likely, individually or in the
aggregate, to have a Material Adverse Effect on the Company and its
subsidiaries taken as a whole, and, to the best of the Company's knowledge,
no such proceedings are threatened or contemplated by governmental
authorities or threatened by others;

          (l) The Company is not, and after giving effect to each offering
and sale of the Designated Shares will not be, an "investment company" or
an entity "controlled" by an "investment company", as such terms are
defined in the Investment Company Act of 1940, as amended (the "Investment
Company Act");

                                     7


          (m) The Company has not taken nor will it take, directly or
indirectly, any action designed to, or that might be reasonably expected
to, cause or result in manipulation of the price of the Shares;

          (n) Neither the Company nor any of its affiliates does business
with the government of Cuba or with any person or affiliate located in Cuba
within the meaning of Section 517.075, Florida Statutes;

          (o) The independent certified public accountants of the Company,
who have certified certain financial statements of the Company and its
subsidiaries or other specified entities referred to in their reports, are
independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder; and

          (p) At all times commencing with the Company's taxable year
ending December 31, 1998, the Company has been, and after giving effect to
the offering and sale of the Designated Shares will continue to be,
organized and operated in conformity with the requirements for
qualification of the Company as a real estate investment trust under the
Internal Revenue Code of 1986, as amended (the "Code"), and the proposed
method of operation of the Company will enable the Company to continue to
meet the requirements for qualification and taxation as a real estate
investment trust under the Code.

     3. Upon the execution of the Pricing Agreement applicable to any
Designated Shares and authorization by the Representatives of the release
of the Firm Shares, the several Underwriters propose to offer the Firm
Shares for sale upon the terms and conditions set forth in the Prospectus.

     The Company may specify in the Pricing Agreement applicable to any
Designated Shares that the Company thereby grants to the Underwriters the
right (an "Over-allotment Option") to purchase at their election up to the
number of Optional Shares set forth in such Pricing Agreement, on the terms
set forth in the paragraph above, for the sole purpose of covering
over-allotments in the sale of the Firm Shares. Any such election to
purchase Optional Shares may be exercised by written notice from the
Representatives to the Company, given within a period specified in the
Pricing Agreement, setting forth the aggregate number of Optional Shares to
be purchased and the date on which such Optional Shares are to be
delivered, as determined by the Representatives but in no event earlier
than the First Time of Delivery (as defined in Section 4 hereof) or, unless
the Representatives and the Company otherwise agree in writing, earlier
than or later than the respective number of business days after the date of
such notice set forth in such Pricing Agreement.

     The number of Optional Shares to be added to the number of Firm Shares
to be purchased by each Underwriter as set forth in Schedule I to the
Pricing Agreement applicable to such Designated Shares shall be, in each
case, the number of Optional Shares which the Company has been advised by

                                     8


the Representatives have been attributed to such Underwriter; provided
that, if the Company has not been so advised, the number of Optional Shares
to be so added shall be, in each case, that proportion of Optional Shares
which the number of Firm Shares to be purchased by such Underwriter under
such Pricing Agreement bears to the aggregate number of Firm Shares
(rounded as the Representatives may determine to the nearest 100 shares).
The total number of Designated Shares to be purchased by all the
Underwriters pursuant to such Pricing Agreement shall be the aggregate
number of Firm Shares set forth in Schedule I to such Pricing Agreement
plus the aggregate number of Optional Shares which the Underwriters elect
to purchase.

     4. Certificates for the Firm Shares and the Optional Shares to be
purchased by each Underwriter pursuant to the Pricing Agreement relating
thereto, in the form specified in such Pricing Agreement, and in such
authorized denominations and registered in such names as the
Representatives may request upon at least forty-eight hours' prior notice
to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by
such Underwriter or on its behalf of the purchase price therefor by wire
transfer in federal (same day) funds, payable to the order of the Company
in the funds specified in such Pricing Agreement, (i) with respect to the
Firm Shares, all in the manner and at the place and time and date specified
in such Pricing Agreement or at such other place and time and date as the
Representatives and the Company may agree upon in writing, such time and
date being herein called the "First Time of Delivery" and (ii) with respect
to the Optional Shares, if any, in the manner and at the time and date
specified by the Representatives in the written notice given by the
Representatives of the Underwriter' election to purchase such Optional
Shares, or at such other time and date as the Representatives and the
Company may agree upon in writing, such time and date, if not the First
Time of Delivery, herein called the "Second Time of Delivery". Each such
time and date for delivery is herein called a "Time of Delivery".

     5. The Company agrees with the Underwriter of any Designated Shares:

          (a) To prepare the Prospectus in relation to the applicable
Designated Shares in a form approved by the Representatives and to file
such Prospectus pursuant to Rule 424(b) under the Act no later than the
Commission's close of business on the second business day following the
execution and delivery of the Pricing Agreement relating to the applicable
Designated Shares or, if applicable, such earlier time as may be required
by Rule 424(b); to make no further amendment or any supplement to the
Registration Statement or Prospectus after the date of the Pricing
Agreement relating to such Shares and prior to any Time of Delivery for
such Shares which shall be disapproved by the Representatives for such
Shares promptly after reasonable notice thereof; to advise the
Representatives promptly of any such amendment or supplement after any Time
of Delivery for such Shares and furnish the Representatives with copies

                                     9


thereof; to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act for so long as the delivery of a prospectus is required in connection
with the offering or sale of such Shares, and during such same period to
advise the Representatives, promptly after it receives notice thereof, of
the time when any amendment to the Registration Statement has been filed or
becomes effective or any supplement to the Prospectus or any amended
Prospectus has been filed with the Commission, of the issuance by the
Commission of any stop order or any order preventing or suspending the use
of any prospectus relating to the Shares, of the suspension of the
qualification of such Shares for offering or sale in any jurisdiction, of
the initiation or threatening of any proceeding for any such purpose, or of
any request by the Commission for the amending or supplementing of the
Registration Statement or Prospectus or for additional information; and, in
the event of the issuance of any such stop order or of any such order
preventing or suspending the use of any prospectus relating to the Shares
or suspending any such qualification, to promptly use its best efforts to
obtain the withdrawal of such order;

          (b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Shares for offering
and sale under the securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit
the continuance of sales and dealings therein for as long as may be
necessary to complete the distribution of such Shares; provided, however,
that in connection therewith the Company shall not be required to qualify
as a foreign corporation or to file a general consent to service of process
in any jurisdiction;

          (c) To furnish the Underwriters with (i) two copies of the
Registration Statement (as originally filed) and each amendment thereto,
and all exhibits and documents incorporated or deemed to be incorporated by
reference therein and (ii) copies of the Prospectus in such quantities as
the Representatives may from time to time reasonably request, and, if the
delivery of a prospectus is required at any time in connection with the
offering or sale of the Shares and if at such time any event shall have
occurred as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made when
such Prospectus is delivered, not misleading, or, if for any other reason
it shall be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated or
deemed to be incorporated by reference in the Prospectus in order to comply
with the Act or the Exchange Act, to notify the Representatives and upon
their request to file such document and to prepare and furnish without
charge to each Underwriter and to any dealer in securities as many copies
as the Representatives may from time to time reasonably request of an
amended Prospectus or a supplement to the Prospectus which will correct
such statement or omission or effect such compliance;

                                    10


          (d) During the period beginning from the date of the Pricing
Agreement for such Designated Shares and continuing to the 30th day after
the date of the Pricing Agreement for such Designated Shares, not to offer,
sell, contract to sell or otherwise dispose of any securities of the
Company which are substantially similar to such Designated Shares (other
than pursuant to employee stock option plans existing on or upon the
conversion of convertible or exchangeable securities outstanding as of, the
date of the Pricing Agreement for such Designated Shares, or pursuant to
the Contingent Stock Agreement), without the prior written consent of the
Representatives; and

          (e) To make generally available to its security holders as soon
as practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c)
under the Act), an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Act and the
rules and regulations of the Commission thereunder (including, at the
option of the Company, Rule 158)

     6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Shares under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
all other amendments and supplements thereto and the mailing and delivering
of copies thereof to the Underwriters and dealers; (ii) the cost of
printing and producing any Agreement among Underwriters, this Agreement,
any Pricing Agreement, any Blue Sky and Legal Investment Memoranda, closing
documents (including any compilations thereof) and any other documents so
long as such documents have been approved by the Company in connection with
the offering, purchase, sale and delivery of the Shares; (iii) all expenses
in connection with the qualification of the Shares for offering and sale
under state securities laws as provided in Section 5(b) hereof, including
the fees and disbursements of counsel to the Underwriters in connection
with such qualification and in connection with the Blue Sky and legal
investment surveys; (iv) any filing fees incident to, and the reasonable
fees and disbursements of counsel to the Underwriters in connection with,
any required review by the National Association of Securities Dealers, Inc.
of the terms of the sale of the Shares; (v) the cost of preparing the
certificates for the Shares; (vi) the reasonable fees and expenses of any
transfer agent or registrar or dividend disbursing agent; (vii) any taxes
payable in connection with the issuance, sale and delivery of the
Designated Shares to the Underwriters, (viii) all fees imposed by any stock
exchange related to the filing or registration of the Designated Shares and
(ix) all other costs and expenses incident to the performance of its
obligations hereunder and under any Over-allotment Options which are not
otherwise specifically provided for in this Section. It is understood,
however, that, except as provided in this Section, and Sections 8 and 11
hereof, the Underwriters will pay all of their own costs and expenses,

                                    11


including the fees of their counsel, transfer taxes on resale of any of the
Shares by them, and any advertising expenses connected with any offers they
may make.

     7. The obligations of the Underwriters of any Designated Shares under
the Pricing Agreement relating to such Designated Shares shall be subject,
in the Representatives' discretion, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such
Designated Shares are true and correct at and as of each Time of Delivery
for such Designated Shares and the condition that prior to such Time of
Delivery the Company shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional conditions:

          (a) (i) The Prospectus in relation to the applicable Designated
Shares shall have been filed with the Commission pursuant to Rule 424(b)
under the Act within the applicable time period prescribed for such filing
by the rules and regulations under the Act and in accordance with Section
5(a) hereof; (ii) no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and (iii) all requests for additional information on the part
of the Commission shall have been complied with to the reasonable
satisfaction of the Representatives;

          (b) Simpson Thacher & Bartlett, counsel for the Underwriters,
shall have furnished to the Representatives its written opinion, dated each
Time of Delivery, with respect to the incorporation of the Company, the
Designated Shares, the Registration Statement, the Prospectus and such
other related matters as the Representatives may reasonably request, and
such counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;

          (c) The General Counsel of the Company, or other counsel for the
Company satisfactory to the Representatives, shall have furnished to the
Representatives such counsel's written opinion (which may be limited to the
laws of the State of Maryland and the federal laws of the United States),
dated each Time of Delivery in form and substance reasonably satisfactory
to the Representatives, to the effect that:

               (i) The Company and each Significant Subsidiary (as defined
          in Rule 4-05 under the Act) has been duly incorporated and is
          validly existing as a corporation in good standing under the laws
          of the State of Maryland or other jurisdiction of its
          incorporation, as the case may be, with corporate power and
          authority to own its properties and conduct its business as
          described in the Prospectus;

               (ii) The Company has an authorized capitalization as set
          forth in the Prospectus, and all of the issued shares of capital

                                    12


          stock of the Company have been duly and validly authorized and
          issued and are fully paid and non-assessable;

               (iii) The Designated Shares have been duly and validly
          authorized, and, when Firm Shares are issued and delivered
          against payment therefor pursuant to this Agreement and the
          Pricing Agreement with respect to such Firm Shares and, in the
          case of Optional Shares, pursuant to Over-allotment Options (as
          defined in Section 3 hereof) with respect to such Shares, such
          Designated Shares will be duly and validly issued and fully paid
          and non-assessable; the Shares conform, in all material respects,
          to the description thereof contained in the Registration
          Statement, and the Designated Shares will conform, in all
          material respects, to the description thereof in the Prospectus;
          the Designated Shares will have the rights set forth in the
          Company's Articles of Incorporation and Bylaws, each, as then
          amended or supplemented (including the applicable provisions of
          the Maryland General Corporation Law); and there are no
          preemptive or other rights afforded by the Company to subscribe
          for or to purchase any Shares;

               (iv) The Company and each Significant Subsidiary has been
          duly qualified as a foreign corporation for the transaction of
          business and is in good standing under the laws of each other
          jurisdiction in which the failure so to qualify and maintain good
          standing would have a material adverse effect on the Company and
          its subsidiaries, taken as a whole (such counsel being entitled
          to rely in respect of the opinion in this clause (iv) upon
          opinions of local counsel and in respect of matters of fact upon
          certificates of officers of the Company);

               (v) To the best of such counsel's knowledge and other than
          as set forth in the Prospectus, there are no legal or
          governmental proceedings pending to which the Company or any of
          its subsidiaries is a party or of which any property of the
          Company or any of its subsidiaries is the subject which is
          likely, individually or in the aggregate, to have a material
          adverse effect on the Company and its subsidiaries, taken as a
          whole; and, to the best of such counsel's knowledge, no such
          proceedings are threatened or contemplated by governmental
          authorities or threatened by others;

               (vi) This Agreement and the Pricing Agreement with respect
          to the Designated Shares have been duly authorized, executed and
          delivered by the Company;

               (vii) The issue and sale of the Designated Shares being
          delivered at such Time of Delivery, the compliance by the Company
          with all of the provisions of this Agreement and the Pricing
          Agreement with respect to the Designated Shares, and the

                                    13


          consummation of the transactions herein and therein contemplated
          will not conflict with or result in a breach or violation of any
          of the terms or provisions of, or constitute a default under, any
          indenture, mortgage, deed of trust, loan agreement or other
          agreement or instrument known to such counsel to which the
          Company or any of its subsidiaries is a party or by which the
          Company or any of its subsidiaries is bound or to which any of
          the property or assets of the Company or any of its subsidiaries
          is subject except for any such conflict, breach, violation or
          default which does not have a material adverse effect on the
          Company and its subsidiaries, taken as a whole, nor will such
          actions result in any violation of the provisions of the
          Company's Articles of Incorporation or Bylaws, each, as then
          amended or supplemented, or any federal or Maryland statute or
          any order, rule or regulation known to such counsel of any
          federal or Maryland court or governmental agency or body having
          jurisdiction over the Company or any of its subsidiaries or any
          of their properties;

               (viii) No consent, approval, authorization, order,
          registration or qualification of or with any federal or Maryland
          court or governmental agency or body or, to such counsel's
          knowledge, any federal or Maryland court is required for the
          issue and sale of the Designated Shares being delivered at such
          Time of Delivery or the consummation by the Company of the other
          transactions contemplated by this Agreement or such Pricing
          Agreement, except such as have been obtained under the Act and
          such consents, approvals, authorizations, registrations or
          qualifications as may be required under state securities or Blue
          Sky laws in connection with the purchase and distribution of the
          Designated Shares by the Underwriter;

               (ix) The documents incorporated by reference in the
          Prospectus (other than the financial statements and related notes
          and schedules therein and other financial data and statistical
          information included therein or omitted therefrom, as to which
          such counsel need express no opinion), when they were filed with
          the Commission appeared on their face to be appropriately
          responsive, in all material respects, to the requirements of the
          Exchange Act and the rules and regulations of the Commission
          thereunder; and

               (x) To such counsel's knowledge, there are no contracts, or
          agreements or understandings between the Company and any person
          granting such person the right to require the Company to include
          any Shares of the Company owned or to be owned by such person in
          the securities registered pursuant to the Registration Statement.

                                    14


          Such counsel shall also advise the Underwriters that nothing has
come to such counsel's attention to cause such counsel to believe that the
Registration Statement (including the Incorporated Documents on file with
the Commission on the date of filing with the Commission of the 2000 Form
10-K), as of such date of filing of the 2000 Form 10-K (other than the
financial statements and related notes and schedules therein and other
financial data derived therefrom included or incorporated by reference
therein, as to which such counsel need express no opinion) contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading or that the Prospectus (including Incorporated Documents)
(other than the financial statements and related notes and schedules
therein and other financial data derived therefrom included or incorporated
by reference therein, as to which such counsel need express no opinion)
contains an untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and such counsel
does not know of any amendment to the Registration Statement required to be
filed or any contracts or other documents of a character required to be
filed as an exhibit to the Registration Statement or required to be
incorporated by reference into the Prospectus or required to be described
in the Registration Statement or the Prospectus which are not filed or
incorporated by reference or described as required.

          (d) Piper Marbury Rudnick & Wolfe LLP, Maryland counsel for the
Company, shall have furnished to the Representatives its written opinion,
dated each Time of Delivery, in form and substance reasonably satisfactory
to the Representatives, to the effect that:

               (i) The Designated Shares have been duly and validly
          authorized, and, when Firm Shares are issued and delivered
          against payment therefor pursuant to this Agreement and the
          Pricing Agreement with respect to such Shares and, in the case of
          Optional Shares, pursuant to Over-allotment Options (as defined
          in Section 3 hereof) with respect to such Shares, such Designated
          Shares will be duly and validly issued and fully paid and
          non-assessable; and

               (ii) The Shares conform, in all material respects, to the
          description thereof contained in the Registration Statement, and
          the Designated Shares will conform, in all material respects, to
          the description thereof in the Prospectus; and the Designated
          Shares will have the rights set forth in the Company's Articles
          of Incorporation or Bylaws, each, as then amended or supplemented
          (including the applicable provisions of the Maryland General
          Corporation Law).

          (e) Arnold & Porter, special tax counsel for the Company, shall
have furnished to the Representatives its written opinion, dated each Time
of Delivery, in form and substance reasonably satisfactory to the
Representatives, to the effect that:

                                    15


               (i) The Company qualified to be taxed as a REIT pursuant to
          sections 856 through 860 of the Code for its taxable years ended
          December 31, 1998 through December 31, 2001, and the Company's
          organization and current and proposed method of operation will
          enable it to continue to meet the requirements for qualification
          and taxation as a REIT under the Code for all future taxable
          years; and

               (ii) The descriptions of the law and the legal conclusions
          contained in the Prospectus Supplement under the captions "Risk
          Factors - Risks Related to our Business -We are a real estate
          investment trust and will continue to be subject to complex
          current and future tax requirements" and "Federal Income Tax
          Consequences" are correct in all material respects, and the
          discussions thereunder fairly summarize the federal income tax
          considerations that are likely to be material to a holder of the
          shares.

          (f) Fried, Frank, Harris, Shriver & Jacobson, counsel for the
Company, shall have furnished to the Representatives their written opinion
(which may be limited to the laws of the State of New York and federal laws
and may rely on opinions of the General Counsel of the Company and Piper
Marbury Rudnick & Wolfe LLP, or other counsel for the Company reasonably
satisfactory to the Representatives, as to the laws of the State of
Maryland), dated each Time of Delivery in form and substance reasonably
satisfactory to the Representatives, to the effect that:

               (i) Each of the Underwriting Agreement and the Pricing
          Agreement have been duly executed and delivered by the Company;

               (ii) The Registration Statement has become effective under
          the Act, and the filing of the Prospectus pursuant to Rule 424(b)
          under the Act has been made in the manner and within the time
          period required by Rule 424(b);

               (iii) The Registration Statement, at the time it was
          declared effective by the Commission, and the Prospectus, as of
          its date, appeared on their face to be responsive as to form in
          all material respects to the requirements of the Act and the
          rules and regulations promulgated thereunder (other than (a) the
          financial statements, notes and schedules thereto included
          therein or omitted therefrom, (b) other financial data included
          therein or omitted therefrom and (c) the Incorporated Documents,
          as to which such counsel need express no opinion);

               (iv) The Company is not an "investment company", as such
          term is defined in the Investment Company Act of 1940, as

                                    16


          amended.

          Such counsel shall also advise the Underwriters that no facts
have come to such counsel's attention that cause such counsel to believe
that the Registration Statement (including the Incorporated Documents), as
of the date of the 2000 Form 10-K, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or that
the Prospectus (including the Incorporated Documents), as of the date of
the Prospectus Supplement and as of such Time of Delivery, contained or
contains an untrue statement of a material fact or omitted or omits to
state a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading. In each case,
however, such counsel need express no view or belief with respect to
financial statements, notes, or schedules and other financial data included
in or omitted therein or therefrom.

          (g) On the date of the Pricing Agreement for such Designated
Shares but prior to the execution of the Pricing Agreement with respect to
such Designated Shares and at such Time of Delivery for such Designated
Shares, the independent certified public accountants of the Company who
have certified the financial statements of the Company and its subsidiaries
included or incorporated by reference in the Registration Statement shall
have furnished to the Representatives letters, dated the respective dates
of delivery, in form and substance satisfactory to the Representatives,
containing statements and information of the type customarily included in
accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained or
incorporated by reference in the Registration Statement and the Prospectus;

          (h) (i) The Company and its subsidiaries, taken as a whole, have
not sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus any material loss
or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth
or contemplated in the Prospectus and (ii) since the respective dates as of
which information is given in the Prospectus prior to the date of the
Pricing Agreement relating to the Designated Shares there shall not have
been any change in the capital stock (other than issuances of capital stock
pursuant to bonus stock awards granted in the ordinary course of business,
upon exercise of options and stock appreciation rights, or upon conversion
of convertible securities, in each case, except with respect to bonus stock
awards granted in the ordinary course of business which were outstanding as
of the date of the latest audited financial statements included or
incorporated by reference in the Prospectus or pursuant to the Contingent
Stock Agreement) or any material adverse change in the long-term debt of
the Company and its subsidiaries, taken as a whole (it being understood
that, absent unusual circumstances, an increase in long-term debt of the
Company and its subsidiaries, taken as a whole, of less than 5% would not
be a material and adverse change to the Company and its subsidiaries, taken
as a whole), or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the business,

                                    17


properties, general affairs, financial condition or results of operations
(based on Funds from Operations) of the Company and its subsidiaries, taken
as a whole, otherwise than as set forth or contemplated in the Prospectus,
the effect of which, in any such case described in clause (i) or (ii), is
in the judgment of the Representatives so material and adverse as to make
it impracticable or inadvisable to proceed with the public offering or the
delivery of the Designated Shares on the terms and in the manner
contemplated in the Prospectus;

          (i) On or after the date of the Pricing Agreement relating to the
Designated Shares there shall not have occurred any of the following: (i) a
suspension or material limitation in trading in securities generally on the
New York Stock Exchange; (ii) a suspension or material limitation in
trading in the Company's securities on the New York Stock Exchange; (iii) a
general moratorium on commercial banking activities in New York declared by
either federal or New York State authorities; (iv) the outbreak or
escalation of hostilities involving the United States or the declaration by
the United States of a national emergency or war; or (v) the occurrence of
any other major calamity or crisis in the United States or affecting the
United States, if the effect of any such event specified in clauses (iv)
and (v) in the Representatives' reasonable judgment makes it impracticable
or inadvisable to proceed with the public offering or the delivery of the
Firm Shares or Optional Shares or both on the terms and in the manner
contemplated in the Prospectus as first amended or supplemented relating to
the Designated Shares;

          (j) The Shares at each Time of Delivery shall have been duly
listed, subject to notice of issuance, on the New York Stock Exchange; and

          (k) The Company shall have furnished or caused to be furnished to
the Representatives at each Time of Delivery for the Designated Shares a
certificate or certificates of officers of the Company in such form and
executed by such officers of the Company as shall be satisfactory to the
Representatives, as to the accuracy of the representations and warranties
of the Company herein at and as of such Time of Delivery, as to the
performance by the Company of all of its obligations hereunder to be
performed at or prior to such Time of Delivery, as to the matters set forth
in subsections (a) and (j) of this Section, and as to such other matters as
the Representatives may reasonably request.

     8. (a) The Company will indemnify and hold harmless each Underwriter,
its directors, officers and employees and each person, if any, who controls
any Underwriter within the meaning of the Act, from and against any losses,
claims, damages or liabilities, joint or several, or any action in respect
thereof to which such Underwriter, officer, employee or controlling person
may become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities or actions arise out of or are based upon
(i) an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus and any other
prospectus relating to the Designated Shares, or any amendment or
supplement thereto, or (ii) the omission or alleged omission to state any
Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus and any other prospectus relating to
the Designated Shares, or any amendments or supplements thereto a material

                                    18


fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter and each such
director, officer, employee and controlling person promptly upon demand for
any legal or other expenses reasonably incurred by such Underwriter and
each such director, officer, employee and controlling person in connection
with investigating or defending any such loss, damage, liability, action or
claim as such expenses are incurred; provided, however, that the Company
shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made
in any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus and any other prospectus relating to
the Designated Shares, or any such amendment or supplement, in reliance
upon and in conformity with written information furnished to the Company by
any Underwriter through the Representatives expressly for use in the
Prospectus relating to such Designated Shares.

          (b) Each Underwriter, severally and not jointly, will indemnify
and hold harmless the Company against any losses, claims, damages or
liabilities to which the Company may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon (i) an untrue
statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus and any other prospectus relating to
the Designated Shares, or any amendment or supplement thereto, or (ii) the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged
omission was made in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus and any other
prospectus relating to the Designated Shares, or any such amendment or
supplement, in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the Representatives
expressly for use therein; and will reimburse the Company for any legal or
other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred.

          (c) Promptly after receipt by an indemnified party under Section
8(a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party shall not relieve it from any liability

                                    19


which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party under such subsection
for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation; provided,
however, that any indemnified party shall have the right to employ separate
counsel in any such action and to participate in the defense thereof but
the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the employment thereof has been specifically
authorized by the indemnifying party in writing, (ii) such indemnified
party shall have been advised by such counsel that there may be one or more
legal defenses available to it which are different from or additional to
those available to the indemnifying party and in the reasonable judgment of
such counsel it is advisable for such indemnified party to employ separate
counsel or (iii) the indemnifying party has failed to assume the defense of
such action and employ counsel reasonably satisfactory to the indemnified
party, in which case, if such indemnified party notifies the indemnifying
party in writing that it elects to employ separate counsel at the expense
of the indemnifying party, the indemnifying party shall not have the right
to assume the defense of such action on behalf of such indemnified party,
it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar
or related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate counsel (plus local counsel in each such
jurisdiction) at any time for all such indemnified parties. If the
indemnifying party does not assume the defense of such action, it is
understood that the indemnifying party shall not, in connection with any
one such action or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one
separate counsel (plus local counsel in each such jurisdiction) at any time
for all such indemnified parties, which firms shall be designated in
writing by you, if the indemnified parties under this Section 8 consist of
any Underwriter of Designated Shares or any of its respective directors,
officers, employees or controlling persons, or by the Company, if the
indemnified parties under this Section 8 consist of the Company or any of
its directors, officers, administrative trustees or controlling persons.
The indemnifying party shall not be liable for any settlement of an action
or claim for monetary damages which an indemnified party may effect without
the consent of the indemnifying party, which consent shall not be
unreasonably withheld. No indemnifying party shall, without the written
consent of the indemnified party, effect the settlement or compromise of,
or consent to the entry of any judgment with respect to, any pending or

                                    20


threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party
is an actual or potential party to such action or claim), unless such
settlement, compromise or judgment (i) includes an unconditional release of
the indemnified party from all liability arising out of such action or
claim and (ii) does not include a statement as to, or an admission of,
fault, culpability or a failure to act, by or on behalf of any indemnified
party. (For purposes of this Section 8, references to "counsel" shall
include a firm of attorneys.)

          (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
Section (8a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters of the Designated Shares on the other from
the offering of the Designated Shares to which such loss, claim, damage or
liability (or action in respect thereof) relates. If, however, the
allocation provided by the immediately preceding sentence is not permitted
by applicable law or if the indemnified party failed to give the notice
required under Section 8(c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits
referred to in the immediately preceding sentence but also the relative
fault of the Company on the one hand and the Underwriter of the Designated
Shares on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and such
Underwriters on the other shall be deemed to be in the same proportion as
the total net proceeds from such offering (before deducting expenses)
received by the Company bear to the total commissions or discounts received
by such Underwriters in respect thereof. The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading relates to
information supplied by the Company on the one hand or by any such
Underwriter on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement
or omission. The Company and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were
determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to above in
this Section 8(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this Section 8(d) shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party

                                    21


in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8(d), no Underwriter shall
be required to contribute any amount in excess of the amount by which the
total public offering price at which the applicable Designated Shares
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The obligations of the Underwriters of
Designated Shares in this Section 8(d) to contribute are several in
proportion to their respective underwriting obligations with respect to
such Shares and not joint.

          (e) The obligations of the Company under this Section 8 shall be
in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of
any Underwriter and to person, if any, who controls any Underwriter within
the meaning of the Act; and the obligations of the Underwriter under this
Section 8 shall be in addition to any liability which the respective
Underwriter may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person,
if any, who controls the Company within the meaning of the Act.

     9. (a) If any Underwriter shall default in its obligation to purchase
the Firm Shares or Optional Shares which it has agreed to purchase under
the Pricing Agreement relating to such Shares, the Representatives may in
their discretion arrange for themselves or another party or other parties
to purchase such Shares on the terms contained herein. If within 36 hours
after such default by any Underwriter the Representatives do not arrange
for the purchase of such Firm Shares or Optional Shares, as the case may
be, then the Company shall be entitled to a further period of 36 hours
within which to procure another party or other parties satisfactory to the
Representatives to purchase such Shares on such terms. In the event that,
within the respective prescribed period, the Representatives notify the
Company that they have so arranged for the purchase of such Shares, or the
Company notifies the Representatives that it has so arranged for the
purchase of such Shares, the Representatives or the Company shall have the
right to postpone a Time of Delivery for such Shares for a period of not
more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus, or in any
other documents or arrangements, and the Company agrees to file promptly
any amendments or supplements to the Registration Statement or the
Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include
any person substituted under this Section with like effect as if such
person had originally been a party to the Pricing Agreement with respect to
such Designated Shares.

                                    22


          (b) If, after giving effect to any arrangements for the purchase
of the Firm Shares or Optional Shares, as the case may be, of a defaulting
Underwriter or Underwriter by the Representatives and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased does not exceed one-eleventh of the number of Firm
Shares or Optional Shares, as the case may be, to be purchased at the
respective Time of Delivery, then the Company shall have the right to
require each non-defaulting Underwriter to purchase the number of Firm
Shares or Optional Shares, as the case may be, which such Underwriter
agreed to purchase under the Pricing Agreement relating to such Designated
Shares and, in addition, to require each non-defaulting Underwriter to
purchase its pro-rata share (based on the number of Firm Shares or Optional
Shares, as the case may be, which such Underwriter agreed to purchase under
such Pricing Agreement) of the Firm Shares or Optional Shares, as the case
may be, of such defaulting Underwriter or Underwriter for which such
arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

          (c) If, after giving effect to any arrangements for the purchase
of the Firm Shares or Optional Shares, as the case may be, of a defaulting
Underwriter or Underwriter by the Representatives and the Company as
provided in subsection (a) above, the aggregate number of Firm Shares or
Optional Shares, as the case may be, which remains unpurchased exceeds
one-eleventh of the aggregate number of Firm Shares or Optional Shares, as
the case may be, to be purchased at the respective Time of Delivery as
referred to in subsection (b) above, or if the Company shall not exercise
the right described in subsection (b) above to require non-defaulting
Underwriter to purchase the Firm Shares or Optional Shares, as the case may
be, of a defaulting Underwriter or Underwriter, then the Pricing Agreement
relating to such Firm Shares or the Over-allotment Option relating to such
Optional Shares, as the case may be, shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company,
except for the expenses to be borne by the Company as provided in Section 6
hereof and the indemnity and contribution agreements in Section 8 hereof;
but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

     10. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriter,
as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any officer or director
or controlling person of any Underwriter, or the Company, or any officer or
director or controlling person of the Company, and shall survive delivery
of and payment for the Shares.

     11. If any Pricing Agreement or Over-allotment Option shall be
terminated pursuant to Section 9 hereof or if the condition in Section 7(i)
is not satisfied, the Company shall not then be under any liability to any

                                    23


Underwriter with respect to the Firm Shares or Optional Shares covered by
such Pricing Agreement except as provided in Sections 6 and 8 hereof; but,
if for any other reason, Designated Shares are not delivered by or on
behalf of the Company as provided herein, the Company will reimburse the
Underwriters through the Representatives for all out-of-pocket expenses
approved in writing by the Representatives, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of such Designated Shares,
but the Company shall then be under no further liability to any Underwriter
with respect to such Designated Shares except as provided in Sections 6 and
8 hereof.

     12. In all dealings hereunder, the Representatives of the Underwriters
of Designated Shares shall act on behalf of the Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement,
request, notice or agreement on behalf of any Underwriter made or given by
such Representatives jointly or by such of the Representatives, if any, as
may be designated for such purpose in the Pricing Agreement.

     All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Representatives as
set forth in the Pricing Agreement; and if to the Company shall be
delivered or sent by mail, telex or facsimile transmission to the address
of the Company set forth in the Registration Statement, Attention: General
Counsel; provided, however, that any notice to an Underwriter pursuant to
Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile
transmission to such Underwriter at its address set forth in its
Underwriter' Questionnaire, or telex constituting such Questionnaire, which
address will be supplied to the Company by the Representatives upon
request. Any such statements, requests, notices or agreements shall take
effect upon receipt thereof.

     13. This Agreement and each Pricing Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriter, the Company and, to
the extent provided in Sections 8 and 10 hereof, the directors, officers
and employees and each person who controls the Company or any Underwriter,
and their respective heirs, executors, administrators, successors and
assigns, and no other person shall acquire or have any right under or by
virtue of this Agreement or any such Pricing Agreement. No purchaser of any
of the Shares from any Underwriter shall be deemed a successor or assign by
reason merely of such purchase.

     14. Time shall be of the essence of each Pricing Agreement. As used
herein, "business day" shall mean any day on which the New York Stock
Exchange, Inc. is open for trading.

                                    24


     15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                    25


     16. This Agreement and each Pricing Agreement may be executed by any
one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same
instrument.

                                      Very truly yours,

                                      THE ROUSE COMPANY


                                      By:/s/ Gordon H. Glenn
                                         ----------------------------
                                         Name:  Gordon H. Glenn
                                         Title:

DEUTSCHE BANC ALEX. BROWN INC.


By:/s/ Edward Carey
   ----------------------------
   Name:
   Title: Managing Director


By:/s/ Patrick A. O'Shea
   ----------------------------
   Name:  Patrick A. O'Shea
   Title: Director



On behalf of the Underwriters



                                                                  ANNEX I

                             PRICING AGREEMENT

                                                     _______________, 200__


[Name of Designated Underwriter]

Ladies and Gentlemen:

     The Rouse Company, a Maryland corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated January 16, 2002 (the "Underwriting Agreement"), to issue
and sell to you (the "Designated Underwriter") the Shares specified in
Schedule I hereto (the "Designated Shares", consisting of Firm Shares and
any Optional Shares the Designated Underwriter may elect to purchase). Each
of the provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set forth in
full herein, and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this
Pricing Agreement, except that each representation and warranty which
refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation or warranty as of the date of the
Underwriting Agreement in relation to the Prospectus (as therein defined),
and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus relating to the Designated Shares
which are the subject of this Pricing Agreement. Each reference to the
Representative herein and in the provisions of the Underwriting Agreement
so incorporated by reference shall be deemed to refer to the Designated
Underwriter. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.

     An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, in the
form heretofore delivered to the Designated Underwriter is now proposed to
be filed with the Commission.

     Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, (a) the Company
agrees to issue and sell to the Designated Underwriter, and the Designated
Underwriter agrees to purchase from the Company, at the time and place and
at the purchase price to the Designated Underwriter set forth in Schedule I
hereto, the number of Firm Shares set forth in Schedule I hereto and (b) in
the event and to the extent that the Designated Underwriter shall exercise
the election to purchase Optional Shares, as provided below, the Company
agrees to issue and sell to the Designated Underwriter, and the Designated
Underwriter agrees to purchase from the Company at the purchase price to
the Designated Underwriter set forth in Schedule I hereto that portion of

                                    I-1


the number of Optional Shares as to which such election shall have been
exercised.

     The Company hereby grants to the Designated Underwriter the right to
purchase, from time to time, at its election up to the number of Optional
Shares set forth in Schedule I hereto on the terms referred to in the
paragraph above for the sole purpose of covering over-allotments in the
sale of the Firm Shares. Any such election to purchase Optional Shares may
be exercised by written notice from the Designated Underwriter to the
Company given within a period of 30 calendar days after the date of this
Pricing Agreement, setting forth the aggregate number of Optional Shares to
be purchased and the date on which such Optional Shares are to be
delivered, as determined by the Designated Underwriter, but in no event
earlier than the First Time of Delivery or, unless the Designated
Underwriter and the Company otherwise agree in writing, no earlier than two
or later than ten business days after the date of such notice.

     If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and one for your counterparts hereof,
and upon acceptance hereof by you this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein
by reference, shall constitute a binding agreement between the Designated
Underwriter and the Company.

                                        Very truly yours,

                                        THE ROUSE COMPANY


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

Accepted as of the date hereof:

[Name of Designated Underwriter]


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



                                     I-2



                                                                 ANNEX I

                                 SCHEDULE I
                                 ----------


Title of Designated Shares:  Common Stock, par value $0.01

Number of Designated Shares:

         Number of Firm Shares:
                                ---------------------

         Maximum Number of Optional Shares:
                                            ---------------

[Initial Offering Price to Public:  $              per Share]
                                     -------------

Purchase Price by Designated Underwriter:  $              per Share
                                            -------------

Form of Designated Shares: Definitive form, to be made available for
checking at least twenty-four hours prior to the Time of Delivery at the
office of The Depository Trust Company or its designated custodian

Specified Funds for Payment of Purchase Price:  Federal (same day) funds

Time of Delivery:  9:30 a.m.  (New York City time), January __, 2002

Closing Location: Simpson Thacher & Bartlett, 425 Lexington Avenue, New
York, New York 10017

Names and Address of Designated Underwriter:
                                            ----------------

Address for Notices, etc.:
                          ---------------

Additional Terms and Conditions:
                                ----------------

                                    I-3

EX-1.2

                                                  [Exhibit 1.2 to Form 8-K]
                                    [Exhibit 1.5 to Registration Statement]

                             PRICING AGREEMENT

                                                           January 16, 2002


Deutsche Banc Alex. Brown Inc.
31 West 52nd Street
New York, NY 10018

Ladies and Gentlemen:

     The Rouse Company, a Maryland corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated January 16, 2002 (the "Underwriting Agreement"), to issue
and sell to you (the "Designated Underwriter") the Shares specified in
Schedule I hereto (the "Designated Shares", consisting of Firm Shares and
any Optional Shares the Designated Underwriter may elect to purchase). Each
of the provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set forth in
full herein, and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this
Pricing Agreement, except that each representation and warranty which
refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation or warranty as of the date of the
Underwriting Agreement in relation to the Prospectus (as therein defined),
and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus relating to the Designated Shares
which are the subject of this Pricing Agreement. Each reference to the
Representative herein and in the provisions of the Underwriting Agreement
so incorporated by reference shall be deemed to refer to the Designated
Underwriter. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.

     An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, in the
form heretofore delivered to the Designated Underwriter is now proposed to
be filed with the Commission.

     Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, (a) the Company
agrees to issue and sell to the Designated Underwriter, and the Designated
Underwriter agrees to purchase from the Company, at the time and place and
at the purchase price to the Designated Underwriter set forth in Schedule I
hereto, the number of Firm Shares set forth in Schedule I hereto and (b) in
the event and to the extent that the Designated Underwriter shall exercise
the election to purchase Optional Shares, as provided below, the Company
agrees to issue and sell to the Designated Underwriter, and the Designated
Underwriter agrees to purchase from the Company at the purchase price to
the Designated Underwriter set forth in Schedule I hereto that portion of
the number of Optional Shares as to which such election shall have been
exercised.

     The Company hereby grants to the Designated Underwriter the right to
purchase, from time to time, at its election up to the number of Optional
Shares set forth in Schedule I hereto on the terms referred to in the
paragraph above for the sole purpose of covering over-allotments in the
sale of the Firm Shares. Any such election to purchase Optional Shares may
be exercised by written notice from the Designated Underwriter to the
Company given within a period of 30 calendar days after the date of this
Pricing Agreement, setting forth the aggregate number of Optional Shares to
be purchased and the date on which such Optional Shares are to be
delivered, as determined by the Designated Underwriter, but in no event
earlier than the First Time of Delivery or, unless the Designated
Underwriter and the Company otherwise agree in writing, no earlier than two
or later than ten business days after the date of such notice.

     If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and one for your counterparts hereof,
and upon acceptance hereof by you this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein
by reference, shall constitute a binding agreement between the Designated
Underwriter and the Company.

                                        Very truly yours,

                                        THE ROUSE COMPANY


                                        By: /s/ Gordon H. Glenn
                                            -------------------------------
                                            Name:
                                            Title:

Accepted as of the date hereof:

Deutsche Banc Alex. Brown Inc.


By: /s/ Edward Carey
    --------------------------------
    Name:
    Title: Managing Director


By: /s/ Patrick A. O'Shea
    --------------------------------
    Name:  Patrick A. O'Shea
    Title: Director






                                 SCHEDULE I
                                 ----------

Title of Designated Shares:  Common Stock, par value $0.01

Number of Designated Shares:

         Number of Firm Shares:  14,500,000

         Maximum Number of Optional Shares:  2,175,000

Offering Price to Public: The Designated Underwriter will offer the
Designated Shares from time to time for sale in one or more transactions in
the over-the-counter market, at market prices prevailing at the time of
sale, at prices relating to prevailing market prices, or at negotiated
prices.

Purchase Price by Designated Underwriter:  $27.40 per Share

Form of Designated Shares: Definitive form, to be made available for
checking at least twenty-four hours prior to the Time of Delivery at the
office of The Depository Trust Company or its designated custodian

Specified Funds for Payment of Purchase Price:  Federal (same day) funds

Time of Delivery:  9:30 a.m.  (New York City time), January 22, 2002

Closing Location: Simpson Thacher & Bartlett, 425 Lexington Avenue, New
York, New York 10017

Names and Address of Designated Underwriter:  Deutsche Banc Alex. Brown Inc.
                                              31 West 52nd Street
                                              New York, NY  10019

Address for Notices, etc.:       Deutsche Banc Alex. Brown Inc.
                                 31 West 52nd Street
                                 New York, NY  10019

Additional Terms and Conditions:  None

EX-99.1

                                                 [Exhibit 99.1 to Form 8-K]
                                    [Exhibit 5.3 to Registration Statement]

             [Letterhead of Piper Marbury Rudnick & Wolfe LLP]

6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.piperrudnick.com

PHONE  (410) 580-3000
FAX    (410) 580-3001


                              January 17, 2002



THE ROUSE COMPANY
10275 Little Patuxent Parkway
Columbia, Maryland 21044

     Re:  Registration Statement on Form S-3
          ----------------------------------

Ladies and Gentlemen:

     We have served as special Maryland counsel to The Rouse Company, a
Maryland corporation (the "Company"), in connection with the issuance and
sale of up to 16,675,000 shares of common stock, par value $0.01 per share
(the "Shares"), pursuant to a prospectus supplement dated January 16, 2002
to the prospectus dated December 2, 1998 (collectively, the "Prospectus")
included in the Company's Registration Statement on Form S-3 (File No.
333-67137), as amended (the "Registration Statement"), filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended. This opinion is being provided at your request in connection with
the filing of a Current Report on Form 8-K with respect to the issuance and
sale of the Shares.

     In rendering the opinion expressed herein, we have reviewed originals
or copies, certified or otherwise identified to our satisfaction, of the
following documents:

          (a) The Registration Statement.

          (b) The Prospectus Supplement.

          (c) The Charter of the Company, certified as of a recent date by
     the Department of Assessments and Taxation of the State of Maryland.

          (d) The By-Laws of the Company, as amended and restated and in
     effect on the date hereof.



                                                                     Page 2

          (e) The proceedings of the Board of Directors of the Company or a
     committee thereof relating to the authorization and issuance of the
     Shares.

          (f) A Certificate of the Secretary of the Company (the
     "Certificate"), dated the date hereof, as to certain factual matters.

          (g) Such other statutes, certificates, instruments, and documents
     as we have deemed necessary to the issuance of this opinion.

     In our examination of the aforesaid documents, we have assumed,
without independent investigation, the genuineness of all signatures, the
legal capacity of all individuals who have executed any of the aforesaid
documents, the authenticity of all documents submitted to us as originals,
the conformity with originals of all documents submitted to us as copies
(and the authenticity of the originals of such copies), and the accuracy
and completeness of all public records reviewed by us. In making our
examination of documents executed by parties other than the Company, we
have assumed that such parties had the power, corporate or other, to enter
into and perform all obligations thereunder, and we have also assumed the
due authorization by all requisite action, corporate or other, and the
valid execution and delivery by such parties of such documents and the
validity, binding effect and enforceability thereof with respect to such
parties. As to any facts material to this opinion, we have relied solely
upon the Certificate.

     Based upon the foregoing, having regard for such legal considerations
as we deem relevant, and limited in all respects to applicable Maryland
law, we are of the opinion and advise you that the Shares have been duly
authorized and, when issued, sold and delivered as authorized by the Board
of Directors of the Company, will be validly issued, fully paid and
non-assessable.

     The opinion set forth herein is limited to matters governed by the
laws of the State of Maryland and no other opinion should be inferred
beyond the matters expressly stated. We hereby consent to the filing of
this opinion as an exhibit to the Company's Current Report on Form 8-K and
its incorporation by reference into the Registration Statement. We consent
to the reference to our firm under the heading "Legal Matters" in the
Prospectus. This opinion may not be relied on by any other person or in any
other connection without our prior written approval.

                                      Very truly yours,



                                      /s/ Piper Marbury Rudnick & Wolfe LLP

EX-99.2

                                                 [Exhibit 99.2 to Form 8-K]
                                    [Exhibit 8.1 to Registration Statement]
January 18, 2002




                      [Letterhead of Arnold & Porter]

The Rouse Company
10275 Little Patuxent Parkway
Columbia, Maryland  21044


Attention: Elizabeth A. Hullinger, C.P.A. Vice President and Director
             of Taxes

       Re: Federal Income Tax Consequences

Ladies and Gentlemen:

     We have acted as special tax counsel to The Rouse Company, a Maryland
corporation (the "Company"), in connection with the issuance and sale of up
to 16,675,000 shares of common stock, par value $0.01 per share (the
"Shares"), pursuant to a prospectus supplement dated January 16, 2002
("Prospectus Supplement") to the prospectus dated December 2, 1998
(collectively, the "Prospectus") included in the Company's Registration
Statement on Form S-3 (File No.333-67137), as amended (the "Registration
Statement"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. You have requested our opinion
regarding certain U.S. federal income tax matters. This opinion is
furnished to you at your request to enable you to fulfill the requirements
of Item 601(b) of Regulation S-K, 17 C.F.R. ss.229.601, in connection with
the filing of the Prospectus Supplement.

     In giving this opinion, we have examined the following:

     o  the Amended Articles of Incorporation, as amended and restated in
        the Articles of Amendment and Restatement of the Company, as duly
        filed with the Maryland State Department of Assessments and
        Taxation on May 27, 1988;

     o  the Bylaws of the Company;

     o  the Prospectus Supplement;



Page 2

     o  the taxable REIT subsidiary elections for HRD Remainder, Inc.
        (formerly known as The Howard Research and Development
        Corporation and HRD Holdings, Inc.), The Hughes Corporation,
        Howard Hughes Properties, Inc., Rouse Property Management, Inc.
        and HRD Properties, Inc.; and

     o  such other documents as we have deemed necessary or appropriate
        for purposes of this opinion.

     In connection with the opinions rendered below, we have assumed with
your consent that:

     1. Each of the documents referred to above has been duly authorized,
executed and delivered; is authentic, if an original, or is accurate, if a
copy; and has not been amended;

     2. During its taxable years ended December 31, 1998, 1999, 2000, 2001,
the Company has operated, and, in future taxable years, the Company will
operate, in a manner that has caused or will make, as the case may be, the
factual representations relating to the ownership, operation, future method
of operations, and compliance of the Company with the real estate
investment trust ("REIT") provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), and the Treasury Regulations (the "Regulations")
thereunder, as in effect as of the date hereof, contained in a certificate,
dated January 18, 2002 and executed by a duly appointed officer of the
Company (the "Officer's Certificate"), true for such years;

     3. The Company will not make any amendments to its organizational
documents after the date of this opinion that would affect its
qualification as a REIT under sections 856-860 of the Code for any taxable
year; and

     4. No action will be taken by the Company after the date hereof that
would have the effect of altering the facts upon which the opinions set
forth below are based.

     In our capacity as special tax counsel to the Company, we have made
such legal and factual examinations and inquiries as we have deemed
necessary or appropriate for purposes of our opinions rendered below. For
the purposes of rendering these opinions, we have not made an independent
investigation of the facts set forth in any documents delivered to us,
including, without limitation, the Officer's Certificate. We have relied
completely upon your representations that the information presented in such
documents accurately reflects all material facts. In the course of our



Page 3

representation of the Company, we have not been made aware of any facts
inconsistent with such factual representations. In addition, where such
factual representations involve terms defined or used in the Code, the
Regulations, published rulings of the Internal Revenue Service (the
"Service") or other relevant authority, we have explained such terms to the
Company's representatives and are satisfied that the Company
representatives understand such terms and are capable of making such
factual representations.

     Based on the Code, Regulations, documents, assumptions and statements
set forth above, the factual representations set forth in the Officer's
Certificate and our review of the discussions in the Prospectus Supplement
under the captions "Risk Factors - Risks Related to our Business -We are a
real estate investment trust and will continue to be subject to complex
current and future tax requirements" and "Federal Income Tax Consequences,"
we are of the opinion that:

               (a) the Company qualified to be taxed as a REIT pursuant to
          sections 856 through 860 of the Code for its taxable years ended
          December 31, 1998 through December 31, 2001, and the Company's
          organization and current and proposed method of operation will
          enable it to continue to meet the requirements for qualification
          and taxation as a REIT under the Code for all future taxable
          years; and

               (b) The descriptions of the law and the legal conclusions
          contained in the Prospectus Supplement under the captions "Risk
          Factors - Risks Related to our Business -We are a real estate
          investment trust and will continue to be subject to complex
          current and future tax requirements" and "Federal Income Tax
          Consequences" are correct in all material respects, and the
          discussions thereunder fairly summarize the federal income tax
          considerations that are likely to be material to a holder of the
          shares of the Company.

     We will not review on a continuing basis the Company's compliance with
the documents or assumptions set forth above, or the factual
representations set forth in the Officer's Certificate. Accordingly, no
assurance can be given that the actual results of the Company's operations



Page 4

for any given taxable year will satisfy the requirements for qualification
and taxation as a REIT.

     The foregoing opinions are based on current provisions of the Code and
the Regulations, published administrative interpretations thereof and
published court decisions and assume that none of these will change. No
assurance, however, can be given that the law will not change in a way that
will prevent the Company from qualifying as a REIT.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to Arnold &
Porter under the caption "Federal Income Tax Consequences" in the
Prospectus Supplement. In giving this consent, we do not acknowledge that
we are in the category of persons whose consent is required by Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations
promulgated thereunder by the SEC. The foregoing opinions are limited to
the U.S. federal income tax matters addressed herein, and no other opinions
are rendered with respect to other federal tax matters or to any issues
arising under the tax laws of any other country, or any state or locality.
We undertake no obligation to update the opinions expressed herein after
the date of this letter. This opinion letter may not be distributed, or
quoted in whole or in part, or otherwise reproduced in any document, or
filed with any governmental agency, in each case without our express
written consent.

                                           Very truly yours,



                                           /s/ Richard L. Hubbard
                                           --------------------------------
                                           ARNOLD & PORTER