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Form 10-Q/A

(Amendment No.1)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended   September 30, 2003
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from               to
Commission File Number 001-11543

(Exact name of registrant as specified in its charter)
Maryland	52-0735512
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
10275 Little Patuxent Parkway Columbia, Maryland	21044-3456
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code (410) 992-6000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ý No o

Indicate the number of shares outstanding of the issuer’s common stock as of November 7, 2003:

Common Stock, $0.01 par value	90,553,288
Title of Class	Number of Shares

Explanatory Note:

This Amendment No. 1 to the Quarterly Report on Form 10-Q of The Rouse Company amends and restates in its entirety Item 6 of Part II for the sole purpose of adding Exhibit 3.1 which is being filed herewith.

Part II. Other Information.

Item 6.Exhibits and Reports.

(a)Exhibits

Exhibit 3.1 — Articles Supplementary Amending the Articles Supplementary Designating Increasing Rate Cumulative Preferred Stock

Exhibit 31.1 – Certification Pursuant to Rule 13a – 14(a) by Anthony W. Deering, Chairman of the Board, President and Chief Executive Officer.

Exhibit 31.2 – Certification Pursuant to Rule 13a – 14(a) by Thomas J.DeRosa, Vice Chairman and Chief Financial Officer.

*      Exhibit 32.1 – Certification Pursuant to 18 U.S.C. Section 1350-Chief Executive Officer.

*      Exhibit 32.2 – Certification Pursuant to 18 U.S.C. Section 1350-Chief Financial Officer.

*      Exhibit 99.1 – Factors Affecting Future Operating Results.

(b)Reports on Form 8-K

Current Report on Form 8-K was furnished to the Securities and Exchange Commission on July 29, 2003. The Form provided our press release regarding earnings for the second quarter of 2003 and certain supplemental information not included in the press release.

Current Report on Form 8-K was furnished to the Securities and Exchange Commission on September 25, 2003.  The Form provided supplemental materials that were used to discuss our community development activities in West Houston with an analyst.

* Previously filed on Form 10-Q dated November 13, 2003.

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Signatures

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

		on behalf of
		THE ROUSE COMPANY and as
		Principal Financial Officer:
Date:	November 21, 2003	By	/s/ Thomas J. DeRosa
			Thomas J. DeRosa
			Vice Chairman and
			Chief Financial Officer
		Principal Accounting Officer:
Date:	November 21, 2003	By	/s/ Melanie M. Lundquist
			Melanie M. Lundquist
			Senior Vice President and
			Corporate Controller

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Exhibit Index

	Exhibit No.
	3.1	Articles Supplementary Amending the Articles Supplementary Designating Increasing Rate Cumulative Preferred Stock
	31.1	Certification Pursuant to Rule 13a – 14(a) by Anthony W. Deering, Chairman of the Board, President and Chief Executive Officer.
	31.2	Certification Pursuant to Rule 13a – 14(a) by Thomas J. DeRosa, Vice Chairman and Chief Financial Officer.
*	32.1	Certification Pursuant to 18 U.S.C. Section 1350 – Chief Executive Officer.
*	32.2	Certification Pursuant to 18 U.S.C. Section 1350 – Chief Financial Officer.
*	99.1	Factors Affecting Future Operating Results.

* Previously filed on Form 10-Q dated November 13, 2003.

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