Exhibit 3. Articles of Incorporation and Bylaws.


The Amendments to the Articles of Incorporation of The Rouse Company adopted May
     26, 1988 and the Amended and Restated Articles of Incorporation of The
     Rouse Company, dated May 27, 1988, are incorporated by reference from the
     Exhibits to the Company's Form 10-K Annual Report for the fiscal year ended
     December 31, 1988.

The Articles of Amendment to the Amended and Restated Articles of Incorporation
     of The Rouse Company, which Articles of Amendment were effective January
     10, 1991, are incorporated by reference from the Exhibits to the Company's
     Form 10-K Annual Report for the fiscal year ended December 31, 1990.

The Articles Supplementary to the Charter of The Rouse Company, dated February
     17, 1993, are incorporated by reference from the Exhibits to the Company's
     Form 10-K Annual Report for the fiscal year ended December 31, 1992.

The  Articles Supplementary to the Charter of The Rouse Company, dated September
     26, 1994, are incorporated by reference from the Exhibits to the Company's
     S-3 Registration Statement (No. 33-57707).

The  Articles Supplementary to the Charter of The Rouse Company, dated December
     27, 1994, are incorporated by reference from the Exhibits to the Company's
     S-3 Registration Statement (No. 33-57707).

The  Articles Supplementary to the Charter of The Rouse Company, dated June 5,
     1996, are incorporated by reference from the Exhibits to the Company's S-3
     Registration Statement (No. 333-20781).

The  Articles Supplementary to the Charter of The Rouse Company, dated June 11,
     1996, are incorporated by reference from the Exhibits to the Company's Form
     S-3 Registration Statement (No. 333-20781).

The  Articles Supplementary to the Charter of The Rouse Company, dated February
     21, 1998, are incorporated by reference from the Exhibit to the Company's
     Current Report on Form 8-K, dated February 26, 1998.

The  Bylaws of The Rouse Company, as amended November 19, 1996 and January 30,
     1998, are incorporated by reference from the Exhibits to the Company's Form
     S-3 Registration Statement (No. 333-20781).

The  Amendments to the Bylaws of The Rouse Company, effective February 24, 2000,
     and the Articles Supplementary to the Charter of The Rouse Company, dated
     February 24, 2000, are incorporated by reference from the Exhibits to the
     Company's Current Report on Form 8-K, dated February 29, 2000.



All documents referred to above may be found in Commission file number 0-1743.