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                                 FIRST AMENDMENT TO
                            MANAGEMENT LETTER AGREEMENT

          THIS FIRST AMENDMENT TO MANAGEMENT LETTER AGREEMENT, dated as of 
May 21, 1997, by and between WESTFIELD AMERICA, INC., a Missouri corporation 
(formerly known as CenterMark Properties, Inc.) ("Owner"), and CENTERMARK 
MANAGEMENT COMPANY, a Delaware partnership ("Manager").

                                W I T N E S S E T H:

          WHEREAS, Owner and Manager are parties to that certain Letter 
Agreement (the "Original Management Letter Agreement"), dated as of July 1, 
1996, relating to the management by the Manager of certain properties owned 
by the Owner or in which the Owner or its subsidiaries is a joint venture 
partner;

          WHEREAS, Exhibit A to the Original Management Letter Agreement is 
the form of management agreement (the "Form Management Agreement") to be used 
by the Manager and the Owner (or its subsidiary or Joint Venture) with 
respect to any future property to be managed by the Manager for Owner (or its 
subsidiary or Joint Venture);

          WHEREAS, Owner and Manager desire to amend the Original Management 
Letter Agreement in the manner hereinafter set forth.

          NOW, THEREFORE, for good and valuable consideration, the receipt 
and sufficiency of which is hereby acknowledged, Owner and Manager agree as 
follows:

          1.  DEFINITIONS.  All capitalized terms used herein without 
definition shall have the respective meanings set forth in the Original 
Management Letter Agreement.

          2.  AMENDMENT TO EXHIBIT A TO THE ORIGINAL MANAGEMENT LETTER 
AGREEMENT.  Exhibit A to the Original Management Letter Agreement is hereby 
amended by substituting the Exhibit A attached hereto therefor so as to 
reflect certain agreed upon modifications to the Form Management Agreement.

          3.  RATIFICATION.  Except as amended hereby, the Original 
Management Letter Agreement is hereby ratified and remains in full force and 
effect.

          4.  COUNTERPARTS.  This Amendment may be executed in any number of 
counterparts, each of which shall be effective only upon delivery and 
thereafter shall be deemed an original, and all of which shall be taken to be 
one and the same instrument, with the same effect as if all parties hereto 
had all signed the same signature page.  Any signature page of this Amendment 
may be detached from any counterpart of this Amendment without impairing the
legal effect of any signatures thereon and may be attached to another 
counterpart of this Amendment identical in form hereto but having attached to 
it one more additional signature pages.

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          5.  EFFECTIVE DATE.  This Amendment shall be effective as of the 
closing of the initial public offering of common stock of the Owner pursuant 
to its Registration Statement on Form S-11 (No. 333-22731).


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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
to be executed as of the date first above written.

                                     OWNER:

                                                 WESTFIELD AMERICA, INC.



                                                 By:  /s/ Peter Lowy
                                                      ------------------------
                                                      Name:  Peter Lowy
                                                      Title: Co-President

                                    MANAGER:

                                                 CENTERMARK MANAGEMENT
                                                  COMPANY

                                                 By:  Westfield Services, Inc.
                                                       a general partner



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


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                                                EXHIBIT A*





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* The Form of Management Agreement is set forth on Exhibit 10.14 and is hereby 
incorporated by reference.