March 24, 2006


      Mail Stop 4561

Robert S. Taubman
Chairman of the Board, President and Chief Executive Officer
Taubman Centers, Inc.
200 East Long Lake Road
Suite 300, P.O. Box 200
Bloomfield Hills, MI

      Re:	Taubman Centers, Inc.
		Form 10-K for the year ended December 31, 2005
      Filed March 1, 2006
      File No. 1-11530

Dear Mr. Taubman:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.








Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Results of Operations

Reconciliation of Net Income (Loss) to Funds from Operations, page
34

1. We note that you have presented funds from operations - TRG and
beneficial interest in EBITDA - TRG.  Since TRG`s (operating
partnership) net income is not presented in the financial
statements
it is not appropriate to present to such a measure.  Please revise
both measures to reconcile Funds from operations - TCO and EBITDA
-
TCO directly to Net income allocable to common shareholders.

Reconciliation of Net Income (Loss) to Beneficial Interest in
EBITDA,
page 34

2. We note that your reconciliation of net income (loss) to
beneficial interest in EBITDA includes adjustments other than to
add
back interest, taxes, depreciation and amortization.  To the
extent
that EBITDA is presented in the future, please revise to calculate
in
accordance with the description of EBITDA set forth in FR-65 or do
not characterize this non-GAAP measure as such.  Refer to Question
14
of the Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures.

Consolidated Statement of Operations, page F-7

3. We note that you have recognized gains on sales of peripheral
land
and land-related rights and interest income as operating revenue.
It
does not appear that these income sources meet the definition of
revenue as contemplated by paragraph 78 of CON 6.  Please revise
in
future filings to include gains on land sales and interest income
within non-operating income and expense below operating expenses.
Refer to Rule 5-03 of Regulation S-X.

Notes to Consolidated Financial Statements

Note 11 - Notes Payable

Debt Covenants and Guarantees, page F-23

4. In future filings please disclose any pertinent restrictions on
dividend payments.  Refer to Rule 4-08(e) of Regulation S-X.

Note 17 - Commitments and Contingencies, page F-30

5. It does not appear that any liability has been recorded
relating
to the Cash Tender Agreement.  Please advise us what consideration
you gave to paragraph 11 of SFAS 150, or any other accounting
literature relied upon, in determining the accounting treatment
for
this agreement.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.








      You may contact Kristi Beshears at (202) 551-3429 or me at
(202) 551-3486 if you have questions.



						Sincerely,



Daniel L. Gordon
Branch Chief

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Taubman Centers, Inc.
March 24, 2006
Page 1