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                                                                  EXHIBIT 10.15

                                                                 MERIDEN SQUARE
                                                           MERIDEN, CONNECTICUT

                              AMENDED AND RESTATED
                       ASSIGNMENT OF MANAGEMENT AGREEMENT

          THIS AMENDED AND RESTATED ASSIGNMENT OF MANAGEMENT AGREEMENT is made
as of the 21st day of May, 1997, between WESTFIELD AMERICA, INC. (formerly known
as CenterMark Properties, Inc.), a Missouri corporation ("Assignor"), and
CENTERMARK MANAGEMENT COMPANY, a Delaware general partnership ("Assignee").

                          W I T N E S S E T H  T H A T:

          WHEREAS, Assignor was the manager of that certain regional shopping
center known as Meriden Square, located in Meriden, Connecticut (the "Premises")
pursuant to that certain Management Agreement, dated as of June 1, 1989, between
Meriden Square Partnership, a Connecticut general partnership ("Owner"), and
Assignor, as amended by that certain First Amendment to Management Agreement,
dated as of February 4, 1994, between Owner and Assignor (as amended, the
"Meriden Management Agreement");

          WHEREAS, Assignor performed certain leasing and tenant coordination
services with respect to the Premises pursuant to that certain Leasing and
Tenant Coordination Agreement, dated as of June 1, 1989, between Owner and
Assignor, as amended by that certain First Amendment to Leasing and Tenant
Coordination Agreement, dated as of February 4, 1994, between Owner and Assignor
(as amended, the "Leasing and Tenant Coordination Agreement"; the Meriden
Management Agreement and the Leasing and Tenant Coordination Agreement are
hereinafter referred to collectively as the "Assigned Agreements");

          WHEREAS, Assignor assigned its interest under the Assigned Agreements
to Assignee pursuant to an Assignment of Management Agreement, dated February
11, 1994, between Assignor and Assignee, as amended by Amended and Restated
Assignment of Management Agreement, dated as of July 1, 1996, between Assignor
and Assignee (as amended, the "Original Assignment"); and

          WHEREAS, Assignor and Assignee desire to amend and restate the
Original Assignment in its entirety.

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          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree to amend
and restate the Original Assignment in its entirety to read as follows:

          1.  Assignor hereby assigns, transfers and sets over to Assignee all
     of Assignor's right, title and interest in, to and under the Assigned
     Agreements, and Assignee hereby accepts such assignment and assumes all
     obligations arising thereunder from and after January 1, 1995.  If Assignor
     shall terminate or elect not to renew all of the Management Agreements
     between Assignor or its affiliates and Assignee set forth on SCHEDULE I
     attached hereto in accordance with the terms of Article XVI thereof,
     Assignor shall have the right to simultaneously notify Assignee of its
     election to have Assignee re-assign the Assigned Agreements (at no cost or
     expense to Assignee) to Assignor.


                                     2

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          IN WITNESS WHEREOF, the parties have executed this Assignment as of
the date first above written.

                                       ASSIGNOR

                                       WESTFIELD AMERICA, INC.

                                       By:  /s/ Mark Stefanek
                                          ---------------------------------
                                          Name:  Mark Stefanek
                                          Title:  Chief Financial Officer &
                                                  Treasurer
 
                                       ASSIGNEE

                                       CENTERMARK MANAGEMENT COMPANY

                                       By:  WESTFIELD SERVICES, INC.,
                                            managing general partner

                                            By:  /s/ Richard Green
                                               ----------------------------
                                               Name:  Richard Green
                                               Title:  President


                                     3

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                                 SCHEDULE 1

                       OTHER MANAGEMENT AGREEMENTS

Separate Management Agreements, each dated as July 1, 1996, as amended, with 
respect to each of the following shopping centers: 

Connecticut Post Mall
Eagle Rock Plaza
Eastland Shopping Center
Enfield Center
Mid Rivers Mall
Montgomery Mall
Plaza Bonita
South County Center
South Shore Mall
Trumbull Mall
West County Center
Plaza at West Covina
West Park Mall
Westland Center


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                SCHEDULE OF SUBSTANTIALLY IDENTICAL AGREEMENTS

          The filed agreement is substantially identical in all material 
respects to the Amended and Restated Assignment of Management Agreements for 
the following Properties:

<TABLE>
<CAPTION>

Property                      Parties to Agreement             Date of Agreement
--------                      --------------------             -----------------
<S>                           <C>                              <C>
Mission Valley Center         The Company and CMC                May 21, 1997

Plaza Camino Real             The Company and CMC                May 21, 1997

Topanga Plaza                 The Company and CMC                May 21, 1997

</TABLE>