8-K/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 5, 2005

The Rouse Company LP
__________________________________________
(Exact name of registrant as specified in its charter)

Maryland	000-01743	52-0735512
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01 Changes in Registrant's Certifying Accountant.

ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN.
The registrant hereby amends its Current Report on Form 8-K signed June 14, 2005 as follows:


The Registrant, the Rouse Company LP (the "Company") is a voluntary filer with the Securities and Exchange Commission (the "SEC"). On May 5, 2005, as originally reported in Item 5 of the Company’s Form 10-Q filed with the SEC on May 13, 2005, the audit committee of the Board of Directors of General Growth Properties, Inc. ("GGP") (the ultimate parent company of the Company), appointed GGP’s principal auditors, Deloitte & Touche LLP ("Deloitte") to perform the audit of the Company’s consolidated financial statements for 2005 in conjunction with Deloitte’s continuing engagement for the overall GGP audit work. In conjunction with such appointment, KPMG LLP ("KPMG"), which was serving as the Company’s independent registered accounting firm, was dismissed. The audit reports of KPMG on the consolidated financial statements of the Company as of and for the three years ended December 31, 2004 did not contain any adverse opinion or disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope or accounting principles. At no time prior to such appointment were there any matters on which the Company (or GGP on its behalf) consulted with Deloitte which were subject to disagreements or reportable events with our previously engaged independent registered public accounting firm, KPMG, or where any advice was provided by Deloitte which was critical to the Company’s decisions about its accounting or financial reporting.

During the last two fiscal years and up to the dismissal of KPMG, there were no disagreements with KPMG which would, if not resolved, have caused KPMG to make reference to such matters in connection with its reports. A copy of the Company’s original filing on Form 10-Q, which included a response to Item 5 concerning this event, was provided to KPMG concurrently with the filing of the report. In addition, the Company provided to KPMG, concurrently with the filing of the original report on Form 8-K and with this filing, a copy of this report as originally filed and amended. The Company has included as exhibits to this report, the KPMG confirmation of the cessation of the client-auditor relationship dated May 17, 2005 and the KPMG response letter to the SEC dated June 15, 2005.

Item 9.01 Financial Statements and Exhibits.

ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN.
The registrant hereby amends its Current Report on Form 8-K signed June 14, 2005 as follows:


(c) Exhibits

Exhibit No. Description

99.1 KPMG letter, dated May 17, 2005, to the chairman of the audit committee of GGP, confirming that the client-auditor relationship between the Company and KPMG LLP had ceased (previously filed).

99.2 KPMG letter, dated June 15, 2005, to the SEC (furnished herewith).

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 hereunto duly authorized.

	The Rouse Company LP
June 27, 2005	By:	Bernard Freibaum
		Name: Bernard Freibaum
		Title: Executive Vice President and Chief Financial Officer (Principal Accounting Officer)

Exhibit Index

Exhibit No.	Description
99.2	KPMG letter to SEC

EX-99.2

[KPMG letterhead]

June 15, 2005

Securities and Exchange Commission
Washington, D.C.

Ladies and Gentlemen:

We were previously principal accountants for the Rouse Company LP and, under the date of March 31, 2005, we reported on the consolidated financial statements of The Rouse Company LP as of and for the years ended December 31, 2004 and 2003. On May 13, 2005, we were notified that we were dismissed as principal accountants. We have read the Rouse Company LP’s statements included under Item 4.01 of its Form 8-K dated June 14, 2005, and we agree with such statements, except that we are not in a position to agree or disagree with The Rouse Company LP’s statement that the audit committee of the Board of Directors of General Growth Properties, Inc. (GGP), the parent company of The Rouse Company LP, appointed GGP’s principal auditors, to perform the audit of The Rouse Company LP’s consolidated financial statements for 2005. Furthermore, we are not in a position to agree or disagree with the statements that The Rouse Company LP (or GGP on it behalf) did not consult with Deloitte & Touche LLP (“Deloitte”) on matters which were subject to disagreement or reportable events or that Deloitte provided advice which was critical to The Rouse Company LP’s decisions about accounting and financial reporting.

Very truly yours,

KPMG LLP