<PAGE>

===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A
                                (Amendment No.1)

(X)             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                   For the Fiscal Year Ended December 31, 2001

                                       or

( )           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                            Commission File No 0-1743

                                THE ROUSE COMPANY
             (Exact name of registrant as specified in its charter)

                            Maryland                       52-0735512
                -------------------------------       ------------------------
                  (State or other jurisdiction of)      (I.R.S. Employer
                   incorporation or organization         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
                                                          --------------

           Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                                            Name of each exchange
Title of each class                                          on which registered
-------------------                                         -------------------------
<S>                                                         <C>

Common Stock (par value 1 [cent] per share)                 New York Stock Exchange
------------------------------------------

9 1/4% Cumulative Quarterly Income Preferred Securities     New York Stock Exchange
-------------------------------------------------------

Series B Convertible Preferred Stock
------------------------------------

(par value 1 [cent] per share)                              New York Stock Exchange
-----------------------------
</TABLE>

     Securities registered pursuant to Section 12(g) of the Act:

                                      NONE
                                      ----

     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 for (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   X    No
    -----     -----

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
                             ----------

     As of March 15, 2002, there were outstanding 86,327,929 shares of the
registrant's common stock, par value 1 [cent] , which is the only class of
                                       ------
common or voting stock of the registrant. As of that date, the aggregate market
value of the shares of common stock held by nonaffiliates of the registrant
(based on the closing price as reported in The Wall Street Journal, Eastern
                                           --------------------------------
Edition) was approximately $2,590,232,548.
-------

                           Documents Incorporated by Reference

The specified portions of the Annual Report to Shareholders for the fiscal year
ended December 31, 2001 are incorporated by reference into Parts I, II and IV.
Definitive Proxy Statement to be filed pursuant to Regulation 14A on or before
April 11, 2002 is incorporated by reference into Part III.

===============================================================================

<PAGE>


                              Explanatory Note

This amendment to our Annual Report on Form 10-K is being filed to revise the
list of exhibits in Item 14. Item 14, as amended, follows:


                                       2

<PAGE>

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)   1. and 2. Financial Statements and Schedules:

      Filed with The Rouse Company's Form 10-K Annual Report for fiscal year
      ended December 31, 2001, as originally filed (see SEC File No. 0-1743).

(b)   Reports on Form 8-K:

      Current Report on Form 8-K filed on January 16, 2002 disclosing that the
      Company, Simon Property Group, Inc. and Westfield America Trust had
      entered into an agreement to purchase substantially all of the assets of
      Rodamco North America N.V.

      Current Report on Form 8-K filed on January 18, 2002, disclosing that the
      Company was selling 14.5 million shares of common stock under its
      effective shelf registration statement.

(c)   Exhibits required by Item 601 of Regulation S-K.

       Exhibit No.
       -----------

         3.1     Amended and Restated Articles of Incorporation (the "Charter")
                 of The Rouse Company, dated May 27, 1988 - incorporated by
                 reference to the Exhibits to the Company's Form 10-K Annual
                 Report for the fiscal year ended December 31, 1988 (see SEC
                 File No. 0-1743).

         3.2     Articles of Amendment to the Charter of The Rouse Company,
                 which Articles of Amendment were effective January 10, 1991 -
                 incorporated by reference to the Exhibits to The Rouse
                 Company's Form 10-K Annual Report for the fiscal year ended
                 December 31,1990 (see SEC File No. 0-1743).

         3.3     Articles Supplementary to the Charter of The Rouse Company,
                 dated February 17, 1993 - incorporated by reference to the
                 Exhibits to The Rouse Company's Form 10-K Annual Report for the
                 fiscal year ended December 31, 1992 (see SEC File No. 0-1743).

         3.4     Articles Supplementary to the Charter of The Rouse Company,
                 dated September 26, 1994 - incorporated by reference to the
                 Exhibits to The Rouse Company's S-3 Registration Statement (No.
                 33-57707).

         3.5     Articles Supplementary to the Charter of The Rouse Company,
                 dated December 27, 1994 - incorporated by reference to the
                 Exhibits to The Rouse Company's S-3 Registration Statement (No.
                 33-57707).

         3.6     Articles Supplementary to the Charter of The Rouse Company,
                 dated June 5, 1996, relating to The Rouse Company's Increasing
                 Rate Cumulative Preferred Stock, par value $0.01 per share -
                 incorporated by reference to the Exhibits to The Rouse
                 Company's S-3 Registration Statement (No. 333-20781).

         3.7     Articles Supplementary to the Charter of The Rouse Company,
                 dated June 11, 1996, relating to The Rouse Company's 10.25%
                 Junior Preferred Stock, 1996 Series, par value $0.01 per
                 share - incorporated by reference to the Exhibits to The Rouse
                 Company's Form S-3 Registration Statement (No. 333-20781).

         3.8     Articles Supplementary to the Charter of The Rouse Company,
                 dated February 21, 1997, relating to The Rouse Company's Series
                 B Convertible Preferred Stock, par value $0.01 per share -
                 incorporated by reference to the Exhibits to The Rouse
                 Company's Current Report on Form 8-K, dated February 26, 1997
                 (see SEC File No. 0-1743).

         3.9     Articles Supplementary to the Charter of The Rouse Company,
                 dated February 24, 2000 - incorporated by reference to the
                 Exhibits to The Rouse Company's Current Report on Form 8-K,
                 dated February 29, 2000 (see SEC File No. 0-1743).


                                       3

<PAGE>



      3.10    Bylaws of The Rouse Company, as amended dated January 30, 1997
              - incorporated by reference to the Exhibits to The Rouse
              Company's Form S-3 Registration Statement (No. 333-20781).

      3.11    Amendments to the Bylaws of The Rouse Company, effective
              February 24, 2000 - incorporated by reference to the Exhibits
              to The Rouse Company's Current Report on Form 8-K, dated
              February 29, 2000 (see SEC File No. 0-1743).

      10.1    The Rouse Company 1990 Stock Option Plan - incorporated by
              reference to The Rouse Company's definitive proxy statement
              filed pursuant to Regulation 14A on April 12, 1990 (see SEC
              File No. 0-1743).

      10.2    Amendment to The Rouse Company 1990 Stock Option Plan,
              effective as of May 12, 1994 - incorporated by reference to The
              Rouse Company's Form 10-K Annual Report for the fiscal year
              ended December 31, 1994 (see SEC File No. 0-1743).

      10.3    The Rouse Company 1990 Stock Bonus Plan - incorporated by
              reference to The Rouse Company's definitive proxy statement
              filed pursuant to Regulation 14A on April 12, 1990 (see SEC
              File No. 0-1743).

      10.4    The Rouse Company 1994 Stock Incentive Plan - incorporated by
              reference to The Rouse Company's definitive proxy statement
              filed pursuant to Regulation 14A on April 5, 1994 (see SEC File
              No. 0-1743).

      10.5    Amended and Restated Supplemental Retirement Benefit Plan of
              The Rouse Company, made as of January 1, 1985 and further amended
              and restated as of September 24, 1992, March 4, 1994, and May 10,
              1995 - incorporated by reference to The Rouse Company's Form 10-K
              Annual Report for the fiscal year ended December 31, 1995 (see
              SEC File No. 0-1743).

      10.6    Contingent Stock Agreement, effective as of January 1, 1996, by
              the Company in favor of and for the benefit of the Holders and
              Representatives named therein - incorporated by reference to
              the Exhibits to The Rouse Company's Form S-4 Registration
              Statement (No. 333-1693).

      10.7    The Rouse Company Deferred Compensation Plan for Outside
              Directors (Amended and Restated), dated as of May 23, 1996 -
              incorporated by reference to The Rouse Company's Form 10-K
              Annual Report for the fiscal year ended December 31, 1996
              (see SEC File No. 0-1743).

      10.8    1997 Stock Incentive Plan - incorporated by reference to The
              Rouse Company's definitive proxy statement filed pursuant to
              Regulation 14A on March 14, 1997 (see SEC File No. 0-1743).

      10.9    The Rouse Company Special Option Plan, effective January 1,
              1998 - incorporated by reference to The Rouse Company's Form
              10-K Annual Report for the year ended December 31, 1997 (see
              SEC File No. 0-1743).

                                       4


<PAGE>

       10.10   Contribution Agreement, dated as of February 1, 1999, among The
               Rouse Company of Nevada, Inc., HRD Properties, Inc.,
               Rouse-Bridgewater Commons, LLC, Rouse-Park Meadows Holding,
               LLC, Rouse-Towson Town Center LLC, Bridgewater Commons Mall,
               LLC, Rouse-Fashion Place, LLC, Rouse-Park Meadows LLC, Towson
               TC, LLC, TTC SPE, LLC and Fourmall Acquisition, LLC -
               incorporated by reference to The Rouse Company's Current Report
               on Form 8-K dated February 1, 1999 (see SEC File No. 0-1743).

       10.11   Employment Agreement, dated September 24, 1998, between The
               Rouse Company and Anthony W. Deering - incorporated by
               reference to The Rouse Company's Form 10-K Annual Report for
               the fiscal year ended December 31, 1998 (see SEC File No.
               0-1743).

       10.12   The Rouse Company 1999 Stock Incentive Plan, made as of June 3,
               1999 and amended and restated as of February 22, 2001 -
               incorporated by reference to The Rouse Company's Form 10-Q
               Quarterly Report for the quarterly period ended June 30, 2001
               (see SEC File No. 0-1743).

       10.13   Letter Agreement, dated July 12, 1999, between The Rouse
               Company and Anthony W. Deering - incorporated by reference to
               The Rouse Company's Form 10-Q Quarterly Report for the
               quarterly period ended September 30, 1999 (see SEC File No.
               0-1743).

       10.14   Executive Agreement, dated October 25, 1999, between The Rouse
               Company and Daniel C. Van Epp - incorporated by reference to
               The Rouse Company's Form 10-K Annual Report for the fiscal year
               ended December 31, 1999 (see SEC File No. 0-1743). The same
               Executive Agreement was entered into with Jeffrey H.
               Donahue, Duke S. Kassolis, Douglas A. McGregor, Robert
               Minutoli, Robert D. Riedy, Alton J. Scavo and Jerome D.
               Smalley.

       12.1*   Ratio of earnings to fixed charges.

       12.2*   Ratio of earnings to combined fixed charges and Preferred stock
               dividend requirements.

       13*     Annual report to security holders.

       21*     Subsidiaries of the Registrant.

       23*     Consent of KPMG LLP, Independent Auditors.

       24*     Power of Attorney.

       99.1*   Form 11-K Annual Report of The Rouse Company Savings Plan for
               the year ended December 31, 2001.

       99.2*   Factors affecting future operating results.

* Filed with The Rouse Company's Form 10-K Annual Report for fiscal year ended
December 31, 2001, as originally filed (see SEC File No. 0-1743).


                                        5

<PAGE>

                                 SIGNATURES
                                 ----------

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

The Rouse Company

By: /s/ Anthony W. Deering
    --------------------------------------
    Anthony W. Deering                                       June 14, 2002
    Chairman of the Board, President
      and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Principal Executive Officer:

/s/ Anthony W. Deering
------------------------------------------
Anthony W. Deering                                           June 14, 2002
Chairman of the Board, President
  and Chief Executive Officer

Principal Financial Officer:

/s/ Jeffrey H. Donahue
------------------------------------------
Jeffrey H. Donahue                                           June 14, 2002
Executive Vice President and
  Chief Financial Officer

Principal Accounting Officer:

/s/ Melanie M. Lundquist
------------------------------------------
Melanie M. Lundquist                                         June 14, 2002
Vice President and Corporate Controller


                                       6

<PAGE>

Board of Directors:


     David H. Benson, Jeremiah E. Casey, Platt W. Davis, III, Anthony W.
Deering, Rohit M. Desai, Juanita T. James, Hanne M. Merriman, Roger W. Schipke,
John G. Schreiber, Mark R. Tercek and Gerard J. M. Vlak.

By:/s/ Anthony W. Deering
   ---------------------------------------
  Anthony W. Deering                                          June 14, 2002
  For himself and as
  Attorney-in-fact for
  the above-named persons


                                        7

<PAGE>


                                 Exhibit Index

    Exhibit No.
    -----------

       3.1     Amended and Restated Articles of Incorporation (the "Charter")
               of The Rouse Company, dated May 27, 1988 - incorporated by
               reference to the Exhibits to the Company's Form 10-K Annual
               Report for the fiscal year ended December 31, 1988 (see SEC
               File No. 0-1743).

       3.2     Articles of Amendment to the Charter of The Rouse Company,
               which Articles of Amendment were effective January 10, 1991 -
               incorporated by reference to the Exhibits to The Rouse
               Company's Form 10-K Annual Report for the fiscal year ended
               December 31,1990 (see SEC File No. 0-1743).

       3.3     Articles Supplementary to the Charter of The Rouse Company,
               dated February 17, 1993 - incorporated by reference to the
               Exhibits to The Rouse Company's Form 10-K Annual Report for the
               fiscal year ended December 31, 1992 (see SEC File No. 0-1743).

       3.4     Articles Supplementary to the Charter of The Rouse Company,
               dated September 26, 1994 - incorporated by reference to the
               Exhibits to The Rouse Company's S-3 Registration Statement
               (No. 33-57707).

       3.5     Articles Supplementary to the Charter of The Rouse Company,
               dated December 27, 1994 - incorporated by reference to the
               Exhibits to The Rouse Company's S-3 Registration Statement
               (No. 33-57707).

       3.6     Articles Supplementary to the Charter of The Rouse Company,
               dated June 5, 1996, relating to The Rouse Company's Increasing
               Rate Cumulative Preferred Stock, par value $0.01 per share -
               incorporated by reference to the Exhibits to The Rouse
               Company's S-3 Registration Statement (No. 333-20781).

       3.7     Articles Supplementary to the Charter of The Rouse Company,
               dated June 11, 1996, relating to The Rouse Company's 10.25%
               Junior Preferred Stock, 1996 Series, par value $0.01 per
               share - incorporated by reference to the Exhibits to The Rouse
               Company's Form S-3 Registration Statement (No. 333-20781).

       3.8     Articles Supplementary to the Charter of The Rouse Company,
               dated February 21, 1997, relating to The Rouse Company's Series
               B Convertible Preferred Stock, par value $0.01 per share -
               incorporated by reference to the Exhibits to The Rouse
               Company's Current Report on Form 8-K, dated February 26, 1997
               (see SEC File No. 0-1743).

       3.9     Articles Supplementary to the Charter of The Rouse Company,
               dated February 24, 2000 - incorporated by reference to the
               Exhibits to The Rouse Company's Current Report on Form 8-K,
               dated February 29, 2000 (see SEC File No. 0-1743).


                                       8

<PAGE>



      3.10    Bylaws of The Rouse Company, as amended dated January 30, 1997
              - incorporated by reference to the Exhibits to The Rouse
              Company's Form S-3 Registration Statement (No. 333-20781).

      3.11    Amendments to the Bylaws of The Rouse Company, effective
              February 24, 2000 - incorporated by reference to the Exhibits
              to The Rouse Company's Current Report on Form 8-K, dated
              February 29, 2000 (see SEC File No. 0-1743).

      10.1    The Rouse Company 1990 Stock Option Plan - incorporated by
              reference to The Rouse Company's definitive proxy statement
              filed pursuant to Regulation 14A on April 12, 1990 (see SEC
              File No. 0-1743).

      10.2    Amendment to The Rouse Company 1990 Stock Option Plan,
              effective as of May 12, 1994 - incorporated by reference to The
              Rouse Company's Form 10-K Annual Report for the fiscal year
              ended December 31, 1994 (see SEC File No. 0-1743).

      10.3    The Rouse Company 1990 Stock Bonus Plan - incorporated by
              reference to The Rouse Company's definitive proxy statement
              filed pursuant to Regulation 14A on April 12, 1990 (see SEC
              File No. 0-1743).

      10.4    The Rouse Company 1994 Stock Incentive Plan - incorporated by
              reference to The Rouse Company's definitive proxy statement
              filed pursuant to Regulation 14A on April 5, 1994 (see SEC File
              No. 0-1743).

      10.5    Amended and Restated Supplemental Retirement Benefit Plan of
              The Rouse Company, made as of January 1, 1985 and further amended
              and restated as of September 24, 1992, March 4, 1994, and May 10,
              1995 - incorporated by reference to The Rouse Company's Form 10-K
              Annual Report for the fiscal year ended December 31, 1995 (see
              SEC File No. 0-1743).

      10.6    Contingent Stock Agreement, effective as of January 1, 1996, by
              the Company in favor of and for the benefit of the Holders and
              Representatives named therein - incorporated by reference to
              the Exhibits to The Rouse Company's Form S-4 Registration
              Statement (No. 333-1693).

      10.7    The Rouse Company Deferred Compensation Plan for Outside
              Directors (Amended and Restated), dated as of May 23, 1996 -
              incorporated by reference to The Rouse Company's Form 10-K
              Annual Report for the fiscal year ended December 31, 1996
              (see SEC File No. 0-1743).

      10.8    1997 Stock Incentive Plan - incorporated by reference to The
              Rouse Company's definitive proxy statement filed pursuant to
              Regulation 14A on March 14, 1997 (see SEC File No. 0-1743).

      10.9    The Rouse Company Special Option Plan, effective January 1,
              1998 - incorporated by reference to The Rouse Company's Form
              10-K Annual Report for the year ended December 31, 1997 (see
              SEC File No. 0-1743).

                                       9


<PAGE>

       10.10   Contribution Agreement, dated as of February 1, 1999, among The
               Rouse Company of Nevada, Inc., HRD Properties, Inc.,
               Rouse-Bridgewater Commons, LLC, Rouse-Park Meadows Holding,
               LLC, Rouse-Towson Town Center LLC, Bridgewater Commons Mall,
               LLC, Rouse-Fashion Place, LLC, Rouse-Park Meadows LLC, Towson
               TC, LLC, TTC SPE, LLC and Fourmall Acquisition, LLC -
               incorporated by reference to The Rouse Company's Current Report
               on Form 8-K dated February 1, 1999 (see SEC File No. 0-1743).

       10.11   Employment Agreement, dated September 24, 1998, between The
               Rouse Company and Anthony W. Deering - incorporated by
               reference to The Rouse Company's Form 10-K Annual Report for
               the fiscal year ended December 31, 1998 (see SEC File No.
               0-1743).

       10.12   The Rouse Company 1999 Stock Incentive Plan, made as of June 3,
               1999 and amended and restated as of February 22, 2001 -
               incorporated by reference to The Rouse Company's Form 10-Q
               Quarterly Report for the quarterly period ended June 30, 2001
               (see SEC File No. 0-1743).

       10.13   Letter Agreement, dated July 12, 1999, between The Rouse
               Company and Anthony W. Deering - incorporated by reference to
               The Rouse Company's Form 10-Q Quarterly Report for the
               quarterly period ended September 30, 1999 (see SEC File No.
               0-1743).

       10.14   Executive Agreement, dated October 25, 1999, between The Rouse
               Company and Daniel C. Van Epp - incorporated by reference to
               The Rouse Company's Form 10-K Annual Report for the fiscal year
               ended December 31, 1999 (see SEC File No. 0-1743). The same
               Executive Agreement was entered into with Jeffrey H.
               Donahue, Duke S. Kassolis, Douglas A. McGregor, Robert
               Minutoli, Robert D. Riedy, Alton J. Scavo and Jerome D.
               Smalley.

       12.1*   Ratio of earnings to fixed charges.

       12.2*   Ratio of earnings to combined fixed charges and Preferred stock
               dividend requirements.

       13*     Annual report to security holders.

       21*     Subsidiaries of the Registrant.

       23*     Consent of KPMG LLP, Independent Auditors.

       24*     Power of Attorney.

       99.1*   Form 11-K Annual Report of The Rouse Company Savings Plan for
               the year ended December 31, 2001.

       99.2*   Factors affecting future operating results.

* Filed with The Rouse Company's Form 10-K Annual Report for fiscal year ended
December 31, 2001, as originally filed (see SEC File No. 0-1743).


                                       10