<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                                   FORM 10-K

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

                  For the Fiscal Year Ended December 31, 1995
                                       OR
[ ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 (NO 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:

                                                       NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                                     ON WHICH REGISTERED
-------------------                                    ---------------------

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

Series A Convertible Preferred Stock            
-------------------------------------                                    
(par value 1 cent per share)                      New York Stock Exchange
----------------------------

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

          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 (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 February 20, 1996, there were outstanding 47,922,749 shares of the
registrant's common stock, par value 1c, 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 non-affiliates of the registrant (based on
the closing price as reported in The Wall Street Journal, Eastern Edition) was
                                 ----------------------------------------     
approximately $906,134,036.

                      Documents Incorporated by Reference

The specified portions of the Annual Report to Shareholders for the fiscal year
  ended December 31, 1995 are incorporated by reference into Parts I, II and IV.

Definitive Proxy Statement to be filed pursuant to Regulation 14A on or before
  April 7, 1996 is incorporated by reference into Part III.
<PAGE>
 
                                    PART I
                                    ------



Item 1.  Business.

Item 1(a).  General Development of Business.

  The Rouse Company (the "Company") was incorporated as a
    business corporation under the laws of the State of Maryland in 1956.  Its
    principal offices are located at The Rouse Company Building, Columbia,
    Maryland 21044.  Its telephone number is (410) 992-6000.  The Company,
    through its subsidiaries and affiliates, is engaged in (i) the ownership,
    management, acquisition and development of income-producing and other real
    estate in the United States, including retail centers, office buildings,
    mixed-use projects, community retail centers and two hotels, and the
    management of one retail center in Canada, and (ii) the development and sale
    of land to builders and other developers, primarily around Columbia,
    Maryland, for residential, commercial and industrial uses.

  RECENT DEVELOPMENTS.  On February 27, 1996, the Company entered into certain
    merger agreements whereby the Company agreed, subject to certain conditions,
    to acquire The Hughes Corporation, a Delaware corporation ("THC"), its
    affiliated partnership, Howard Hughes Properties, Limited Partnership
    ("HHPLP"), a Delaware limited partnership, and their subsidiaries and
    affiliates. THC and HHPLP are primarily engaged in real estate management
    and development. The assets of THC and its subsidiaries include four
    large-scale, master-planned business parks (three in Las Vegas and one in
    Los Angeles), a 75% partnership interest in a regional shopping center in
    Las Vegas, a 22,500 acre master planned, new community in Las Vegas and
    a number of other land parcels and commercial buildings in both Nevada
    and Los Angeles.

  The Company agreed to acquire all the capital stock of THC ("THC Common
    Stock") through a merger of THC into a wholly owned subsidiary of the
    Company (the "Merger"). The Company agreed to acquire the 48% of the
    partnership interests of HHPLP which are not currently owned by THC through
    a merger of another wholly owned subsidiary of the Company into HHPLP (the
    "HHPLP Merger"). The purchase price includes debt presently encumbering the
    assets of THC and its subsidiaries.

  In the Merger, holders of THC Common Stock are to receive (i) shares of Rouse
    Common Stock or, in the event that the number of shares of Rouse Common
    Stock issuable in the Merger would otherwise exceed 19.9% of the currently
    outstanding Rouse Common Stock, a combination of Rouse Common Stock and
    cash, in each case having a value of $176.4 million, (ii) a note of up to
    $15 million and (iii) contractual rights to receive additional shares of
    Rouse Common Stock or, if the Company is

                                      I-1
<PAGE>
 
Item 1.  Business, continued.

    unable for any reason to deliver shares of Rouse Common Stock, shares of a
    new series of increasing rate Preferred Stock, par value $0.01 per share, of
    the Company over a period of up to 15 years following the consummation of
    the Merger based upon certain formulas relating to the cash flow and
    appraised value of certain assets of THC and its subsidiaries.  The number
    of shares to be issued in the Merger will be determined by the average
    closing price of the stock for the 30 trading days ending five days prior to
    the closing date subject to maximum and minimum prices.

  Pursuant to the HHPLP Merger, holders of partnership interests in HHPLP (other
    than THC) will be entitled to receive an amount of cash equal to (i) the sum
    of (x) $40 million plus (y) the aggregate amount of cash and cash
    equivalents held by THC and its subsidiaries at December 31, 1995 minus (ii)
    certain expenses, subject to certain adjustments.

  The transactions are conditioned upon approval by the requisite vote of the
    holders of THC Common Stock and certain other closing conditions and,
    accordingly, there can be no assurance that the transactions will be
    consummated. See Exhibit 99.2 for a description of the risks related to
    these transactions. The transactions are expected to close in the second
    quarter of 1996.

                                      I-2
<PAGE>
 
Item 1.  Business, continued.

Item 1(b).  Financial Information About Industry Segments.

  Information required by Item 1(b) is incorporated herein by
    reference to note 13 of the notes to consolidated financial statements
    included in the 1995 Annual Report to Shareholders.

  As noted in Item 1(a), the Company is a real estate company
    engaged in most aspects of the real estate industry, including the
    management, acquisition and development of income-producing and other
    properties, both retail and commercial, community development and
    management, and land sales.  These business segments are further described
    below.

                                      I-3
<PAGE>
 
Item 1.  Business, continued.


Item 1(c).  Narrative Description of Business.

  Operating Properties:
  -------------------- 

  As set forth in Item 2, at December 31, 1995, the 66 regional
    retail centers owned, in whole or in part, or operated by subsidiaries or
    affiliates of the Company, aggregated 21,435,000 square feet of leasable
    space, including 1,067,000 square feet leased to department stores and
    402,000 square feet of office space.  The activities involved in operating
    and managing retail centers include:  negotiating lease terms with present
    and prospective tenants, identifying and attracting desirable new tenants,
    conducting local market and consumer research, developing and implementing
    short- and long-term merchandising and leasing programs, assisting tenants
    in the presentation of their merchandise and the layout of their stores and
    storefronts, and maintaining the buildings and common areas.

  In conjunction with other partners or investors, the Company
    has a program of acquiring completed retail centers, with the Company having
    management responsibility and earning incentive fees including, in some
    instances, equity interests in the centers.  The Company also has a program
    of providing management services for centers developed and owned by others
    under management agreements that also provide for incentive fees and, in
    some instances, equity interests in the centers.  As of December 31, 1995,
    the Company managed 19 such centers, which are included in the figures in
    the preceding paragraph and aggregated 6,097,000 square feet of leasable
    space.

  In addition to Columbia Mall, which is included in the figures
    in the second preceding paragraph, The Howard Research And Development
    Corporation ("HRD", a wholly-owned subsidiary of the Company) and its
    subsidiaries own and/or manage 17 office and industrial buildings and retail
    centers with 3,081,000 square feet of leasable office space, 8 village
    centers with 824,000 square feet of leasable retail space and other
    properties and additional commercial space, including the 289-room Columbia
    Inn in Columbia, Maryland.

  Other subsidiaries of the Company own, in whole or in part, and
    operate 11 office buildings with a total of 2,685,000 square feet of
    leasable space and the 146-room Cross Keys Inn located at The Village of
    Cross Keys in Baltimore, Maryland.  The Company also has a 5% interest in
    Rouse-Teachers Properties, Inc., which owns 76 office/industrial buildings
    with 5,101,000

                                      I-4
<PAGE>
 
Item 1.  Business, continued.

Item 1(c).  Narrative Description of Business, continued:

    square feet of space and 308 acres of land.  A wholly owned affiliate of the
    Company is responsible for the operation, management and development of all
    buildings and land owned by Rouse-Teachers Properties, Inc.

  Development:
  ----------- 

  The Company renovates and expands existing retail centers and
    develops suburban and downtown retail centers and mixed-use projects,
    primarily for ownership.  In addition, the Company is capable of serving as
    the master developer for certain mixed-use projects, with the Company
    generally owning at least the retail component of such projects.  The
    activities involved in the development, renovation and expansion of retail
    centers and mixed-use projects include:  initial market and consumer
    research, evaluating and acquiring land sites, obtaining necessary public
    approvals, engaging architectural and engineering firms to design the
    project, estimating development costs, developing and testing pro forma
    operating statements, selecting a general contractor, arranging construction
    and permanent financing, identifying and obtaining department stores and
    other tenants, negotiating lease terms, negotiating partnership and joint
    venture agreements and promoting new, renovated or expanded retail centers
    and mixed-use projects.

  The Company and certain subsidiaries or affiliates are in the
    construction or development stage of announced projects, primarily
    expansions of existing centers.

  Land Sales:
  ---------- 

  HRD is the developing entity of Columbia, Maryland, which is
    located in the Baltimore-Washington corridor.  HRD owns approximately 1,837
    saleable acres of land in and around Columbia, and, through its subsidiaries
    and affiliates, develops and sells this land to builders and other
    developers for residential, commercial and industrial uses.  The Company,
    through its subsidiaries and affiliates, also is presently involved in
    community development and related land sales elsewhere in Maryland and is
    developing for sale a parcel of land in California.

  In all aspects of the Company's business pertaining to the
    ownership, management, acquisition or development of income-producing and
    other real estate, the Company operates in highly competitive markets.  With
    respect to the leasing and operation or management of developed properties,
    each project faces

                                      I-5
<PAGE>
 
Item 1.  Business, continued.

Item 1(c). Narrative Description of Business, continued:

    market competition from existing and future developments in its geographical
    market area.  The Company competes with developers and other buyers with
    respect to the acquisition of development sites or centers and for financing
    opportunities in the money markets.  The Company also faces competition in
    and around Columbia, Maryland with respect to the development and sale of
    land for residential, commercial and industrial uses.

  Neither the Company's business, taken as a whole, nor any of
    its industry segments, is seasonal in nature.

  Federal, state and local statutes and regulations relating to
    the protection of the environment have previously had no material effect on
    the Company's business.  Future development opportunities of the Company may
    involve additional capital and other expenditures in order to comply with
    such statutes and regulations.  It is impossible at this time to predict
    with any certainty the magnitude of any such expenditures or the long-range
    effect, if any, on the Company's operations.  Compliance with such laws has
    had no material adverse effect on the operating results or competitive
    position of the Company in the past; the Company anticipates that they will
    have no material adverse effect on its future operating results or its
    competitive position in the industry.

  None of the Company's industry segments depends upon a single
    customer or a few customers, the loss of which would have a materially
    adverse effect on the segment.  No customer accounts for 10 percent or more
    of the consolidated revenues of the Company.

  The Company and its subsidiaries had 4,283 full- and part-
    time employees at December 31, 1995.

                                      I-6
<PAGE>
 
Item 2.  Properties.

  The Company leases its headquarters building (approximately 127,000 square
  feet) in Columbia, Maryland for an initial term of 30 years which expires in
  2003 with options for two 15-year renewal periods.  The lease on the
  headquarters building is accounted for as a capital lease.

  Information respecting the Company's operating properties is incorporated
  herein by reference to the "Projects of The Rouse Company" table on pages 58
  through 62 of Exhibit 13 to this Form 10-K.  In addition to the properties
  presented in the table, the Company owned Outlet Square in Atlanta, Georgia
  and Talbottown in Easton, Maryland as of December 31, 1995.  These properties
  were sold in February, 1996.  The ownership of virtually all properties is
  subject to mortgage financing.  The table of projects includes retail centers
  managed by the Company for a fee as identified in notes (c) and (d) to the
  table.  Excluding such managed centers, certain of the remaining properties
  are subject to leases which provide an option to purchase (or repurchase) the
  property and/or to renew the leases for one or more renewal periods.  The
  years of expiration indicated below assume all options to extend the terms of
  the leases are exercised.  The properties subject to such leases in whole or
  in part are as follows:
                                                              Year of
                                     Nature of               expiration
Property                              interest                of lease
---------------------------  --------------------------     -------------
Arizona Center               Leasehold                      Various dates
                                                            from 2017 to 2050
 
Augusta Mall                 Leasehold by joint venture           2068
 
Bayside Marketplace          Leasehold by joint venture           2062
 
Columbia Mall, Inc. -
  American City Building     Leasehold and fee                    2000
 
Columbia Mall, Inc. -
  Columbia Cinema            Leasehold and fee                    2003
 
Columbia Mall, Inc. -
  Exhibit Building           Leasehold and fee                    2012
 
Columbia Mall, Inc. -
  Oakland Building           Leasehold                            2062
 
Echelon Mall                 Leasehold                            2008
 
Faneuil Hall Marketplace     Leasehold                            2074
 
First National Bank Plaza    Leasehold                            2013

                                      I-7
<PAGE>
 
Item 2.  Properties, continued.

                                                              Year of
                                     Nature of               expiration
Property                              interest                of lease
---------------------------  --------------------------     -------------
Franklin Park                 Leasehold and fee by
                              joint venture                       2024
                                                                 
The Gallery at Market East    Leasehold                           2082
                                                                 
Governor's Square             Leasehold by joint venture          2054
                                                                 
Greengate Mall                Leasehold                           2070
                                                                 
Harborplace                   Leasehold                           2054
                                                                 
Harundale Mall                Leasehold and fee owned            
                              jointly with others                 2059
                                                                 
Highland Mall                 Leasehold and fee by               
                              joint venture                       2070
                                                                 
The Jacksonville Landing      Leasehold                           2057
                                                                 
Mall St. Matthews             Leasehold                           2053
                                                                 
Midtown Square                Leasehold                           2055
                                                                 
Pioneer Place                 Leasehold                           2076
                                                                 
Plymouth Meeting              Leasehold and fee                   2063
                                                                 
Riverwalk                     Leasehold by joint venture          2076
                                                                 
St. Louis Union Station       Leasehold                           2060
                                                                 
South Street Seaport          Leasehold                           2031
                                                                 
Tampa Bay Center              Leasehold and fee                   2047
                                                                 
Westlake Center               Leasehold by joint venture          2043

                                      I-8
<PAGE>
 
Item 3.  Legal Proceedings.

On November 6, 1990, Robert P. Guastella Equities, Inc. ("Plaintiff"), a former
  tenant at the Riverwalk Shopping Center in New Orleans, Louisiana
  ("Riverwalk"), which is owned and operated by New Orleans Riverwalk
  Associates, an affiliate of the Company ("NORA"), filed suit in the Civil
  District Court of Orleans Parish, Louisiana against NORA, the Company, two
  Company affiliates - Rouse-New Orleans, Inc. and New Orleans Riverwalk Limited
  Partnership - and Connecticut General Life Insurance Company, which is a
  general partner of NORA (collectively, "Defendants").  Plaintiff alleged that
  Defendants breached Plaintiff's lease agreement with NORA for the operation of
  a restaurant at Riverwalk by (i) failing to prevent the leased premises from
  flooding, (ii) refusing to permit entertainment on the leased premises, (iii)
  interfering with the operation of air conditioning equipment on the leased
  premises and (iv) failing to provide adequate security.  Plaintiff claimed
  that as a result of these breaches it suffered losses and could not pay the
  rentals due under the lease agreement, as a result of which the lease and its
  tenancy were terminated by NORA.  Plaintiff sought damages of approximately
  $600,000 for these alleged breaches.  In addition, on September 3, 1992,
  Plaintiff claimed $33,000,000 for alleged lost future profits which it claimed
  it would have earned had its lease not been terminated.  All Defendants filed
  answers denying the claims of Plaintiff and asserted other defenses.  NORA
  also asserted a counterclaim against Plaintiff and its guarantors, Robert
  Guastella and Charles Kovacs, for past due rentals and other charges in the
  approximate amount of $300,000 plus interest and attorneys' fees as provided
  for in the lease agreement.  The case was tried before a jury and, on October
  28, 1993, the jury returned a verdict against Defendants upon which judgment
  was entered by the trial court on January 7, 1994, in the total net amount of
  approximately $9,128,000 (which included a net award for lost future profits
  of approximately $8,640,000) plus interest from the date the suit was filed
  and attorneys' fees in an amount to be determined.  On May 6, 1994, the trial
  court denied all post-trial motions of both Plaintiff and Defendants.  The
  trial court also entered an amended judgment in which it awarded Plaintiff
  $450,000 in attorneys' fees and awarded Defendants $25,000 in attorneys' fees.

On May 23, 1994, Defendants appealed this judgment to the Louisiana Court of
  Appeal, Fourth District.  On November 16, 1995, the Louisiana Court of Appeal
  in a 2 to 1 decision reduced the judgement by $240,000, but otherwise affirmed
  the damage award to Plaintiff.  Defendants subsequently filed a motion for
  reconsideration with the Louisiana Court of Appeal, which was denied on
  December 19, 1995, again in a 2 to 1 decision.  On January 18, 1996,
  Defendants filed a petition requesting the Louisiana Supreme Court to consider
  a further appeal of this judgment.  Plaintiff filed an opposition to this
  petition on February 2, 1996, and Defendants submitted a reply brief on
  February 21, 1996.

                                      I-9
<PAGE>
 
The Company recorded in the fourth quarter of 1995 a pre-tax provision in the
  amount of $12,321,000, representing the full amount of the modified award
  (including attorneys' fees) plus interest, less pre-tax provisions previously
  recorded totaling $1,150,000. The Company believes that the ultimate
  disposition of this matter will not have a material adverse effect on the
  Company's consolidated financial position.

                                      I-10
<PAGE>
 
Item 4.  Submission of Matters to a Vote of Security Holders.

  None.

                                      I-11
<PAGE>
 
Directors and Executive Officers.

The executive officers of the Company as of March 1, 1996 are:
<TABLE>
<CAPTION>
 
 
                              Present office and       Date of election       Business or professional
                               position with the       or appointment to    experience during the past five
Executive Officer     Age           Company            present office                  years
--------------------  ---  -------------------------   ------------------   --------------------------------
<S>                   <C>  <C>                        <C>                 <C>
 
Anthony W. Deering     51  President and                         2/25/93  President and Chief Executive
                           Chief Executive Officer               2/23/95  Officer of the Company;
                                                                          formerly President and Chief
                                                                          Operating Officer of the
                                                                          Company; and Executive Vice
                                                                          President - Finance and
                                                                          Administration and Chief
                                                                          Financial Officer of the
                                                                          Company
 
Jeffrey H. Donahue     49  Senior Vice-President,                9/23/93  Senior Vice-President and Chief
                           Chief Financial Officer               9/23/93  Financial Officer of the
                           and Director of the                   8/17/93  Company and Director of the
                           Finance Division                               Finance Division; formerly
                                                                          Vice-President and Treasurer of
                                                                          the Company
 
Duke S. Kassolis       44  Senior Vice-President                 9/23/93  Senior Vice-President and
                           and Director of Office                8/17/93  Director of Office and Mixed-
                           and Mixed-Use Operations                       Use Operations of the Company;
                                                                          formerly Vice-President and
                                                                          Director of Office and
                                                                          Commercial Properties of the
                                                                          Company
 
Paul I. Latta, Jr.     52  Senior Vice-President                 9/23/93  Senior Vice-President and
                           and Director of Retail                8/17/93  Director of Retail Operations
                           Operations                                     of the Company; formerly Vice-
                                                                          President and Associate
                                                                          Division Director, Operating
                                                                          Properties Division of the
                                                                          Company
 
</TABLE>

                                      I-12
<PAGE>
 
Directors and Executive Officers, continued.
<TABLE>
<CAPTION>

                              Present office and       Date of election       Business or professional
                               position with the       or appointment to    experience during the past five
Executive Officer     Age           Company            present office                  years
--------------------  ---  -------------------------   ------------------   --------------------------------
<S>                   <C>  <C>                        <C>                   <C>
Douglas A. McGregor    53  Executive Vice-President              8/17/93    Executive Vice-President for   
                           for Development and                              Development and Operations of  
                           Operations                                       the Company; formerly Executive 
                                                                            Vice-President - Development   
                                                                            and Director of the Office and 
                                                                            Community Development Division 
                                                                            of the Company

Robert Minutoli        45  Senior Vice-President                 9/23/93    Senior Vice-President and
                           and Director of                       8/17/93    Director of Acquisitions of the
                           Acquisitions                                     Company; formerly Vice-
                                                                            President for Development of
                                                                            the Company
 
Robert D. Riedy        50  Senior Vice-President                 9/23/93    Senior Vice-President and
                           and Director of Retail                8/17/93    Director of Retail Leasing of
                           Leasing                                          the Company; formerly Vice-
                                                                            President for Development of
                                                                            the Company
 
Alton J. Scavo         49  Senior Vice-President,                9/23/93    Senior Vice-President and
                           Director of the                       8/17/93    Director of the Community
                           Community Development                            Development Division of the
                           Division and General                             Company and General Manager of
                           Manager of Columbia                              Columbia; formerly Vice-
                                                                            President and Associate
                                                                            Director of the Community
                                                                            Development Division of the
                                                                            Company
 
Jerome D. Smalley      46  Senior Vice-President                 9/23/93    Senior Vice-President and
                           and Director of the                   8/17/93    Director of the Commercial and
                           Commercial and Office                            Office Development Division of
                           Development Division                             the Company; formerly Vice-
                                                                            President for Development
                                                                            of the Company
 
</TABLE>

                                      I-13
<PAGE>
 
Directors and Executive Officers, continued.
<TABLE>
<CAPTION>

                              Present office and       Date of election       Business or professional
                               position with the       or appointment to    experience during the past five
Executive Officer     Age           Company            present office                  years
--------------------  ---  -------------------------   ------------------   --------------------------------
<S>                   <C>  <C>                        <C>                   <C>
George L. Yungmann     53   Senior Vice-President,               9/23/93       Senior Vice-President and     
                            Controller and Director              7/26/72       Controller of the Company and 
                            of the Controller's                  7/26/72       Director of the Controller's  
                            Division                                           Division; formerly Vice-      
                                                                               President, Controller and     
                                                                               Director of the Controller's  
                                                                               Division                       
</TABLE>

The term of office of each officer is until election of a successor or otherwise
at the pleasure of the Board of Directors.

There is no arrangement or understanding between any of the above-listed
officers and any other person pursuant to which any such officer was elected as
an officer.

None of the above-listed officers has any family relationship with any director
or other executive officer.

                                      I-14
<PAGE>
 
                                    Part II
                                    -------


Item 5. Market for the Registrant's Common Stock and Related
        Stockholder Matters.

        Information required by Item 5 is incorporated herein by reference to
        page 46 of Exhibit 13.

Item 6. Selected Financial Data.

        Information required by Item 6 is incorporated herein by reference to
        page 46 of Exhibit 13.

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

        Information required by Item 7 is incorporated herein by reference to
        pages 47 through 53 of Exhibit 13.

Item 8. Financial Statements and Supplementary Data.

        Financial Statements required by Item 8 are set forth in the Index to
        Financial Statements and Schedules on page IV-2.

        Supplementary data required by Item 8 are incorporated herein by
        reference to page 46 of Exhibit 13.

Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.

        None.

                                      II-1
<PAGE>
 
                                    Part III
                                    --------

The information required by Items 10, 11, 12 and 13 (except that information
regarding executive officers called for by Item 10 that is contained in Part I)
is incorporated herein by reference from the definitive proxy statement that the
Company intends to file pursuant to Regulation 14A on or before April 7, 1996.

                                     III-1
<PAGE>
 
                                    PART IV
                                    -------

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

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

         Reference is made to the Index to Financial Statements and Schedules
           on page IV-2.

      3. Exhibits:  Reference is made to the Exhibit Index.

  (b)  Reports on Form 8-K:

    A report on Form 8-K was filed on November 20, 1995, to report the decision
    of the Louisiana Court of Appeals in the litigation matter described in Item
    3 -- Legal Proceedings and the Company's decision to record an additional
    provision for loss relating to the matter.

                                      IV-1
<PAGE>
 
                       THE ROUSE COMPANY AND SUBSIDIARIES

                  Index to Financial Statements and Schedules


<TABLE> 
<CAPTION> 
                                                                       Page
                                                                       ----
  <S>                                                                  <C> 
  Independent Auditors' Report                                         IV-3

  Report of Independent Real Estate Consultants included on 
    page 21 of Exhibit 13 incorporated herein by reference

  Financial Statements:
    The Rouse Company and Subsidiaries included on pages 22   
      through 45 of Exhibit 13 incorporated herein by reference:
     Consolidated Cost Basis and Current Value Basis Balance Sheets
       at December 31, 1995 and 1994
     Consolidated Cost Basis Statements of Operations for the Years
       Ended December 31, 1995, 1994 and 1993
     Consolidated Cost Basis Statements of Shareholders' Equity for
       the Years Ended December 31, 1995, 1994 and 1993
     Consolidated Cost Basis Statements of Cash Flows for the Years
       Ended December 31, 1995, 1994 and 1993
     Consolidated Current Value Basis Statements of Changes in
       Revaluation Equity for the Years Ended December 31, 1995, 
       1994 and 1993
     Notes to Consolidated Financial Statements

  Schedules:

     The Rouse Company and Subsidiaries as of December 31, 1995 or 
       for the years ended December 31, 1995, 1994 and 1993:

     Schedule II   Valuation and Qualifying Accounts                   IV-4
     Schedule III  Real Estate and Accumulated Depreciation            IV-5

</TABLE> 

     All other schedules have been omitted as not applicable or not required,
       or because the required information is included in the consolidated
       financial statements or notes thereto.

                                      IV-2
<PAGE>
 
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


The Board of Directors and Shareholders
The Rouse Company:

We have audited the consolidated cost basis financial statements and the related
financial statement schedules of The Rouse Company and subsidiaries as listed in
the accompanying index.  We have also audited the supplemental consolidated
current value basis financial statements listed in the index.  These
consolidated financial statements and financial statement schedules are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated cost basis financial statements referred to
above present fairly, in all material respects, the financial position of The
Rouse Company and subsidiaries as of December 31, 1995 and 1994, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1995, in conformity with generally accepted accounting
principles.  Also in our opinion, the related financial statement schedules,
when considered in relation to the basic consolidated cost basis financial
statements taken as a whole, present fairly, in all material respects, the
information set forth therein.

As more fully described in note 1 to the consolidated financial statements, the
supplemental consolidated current value basis financial statements referred to
above have been prepared by management to present relevant financial information
about The Rouse Company and its subsidiaries which is not provided by the cost
basis financial statements and are not intended to be a presentation in
conformity with generally accepted accounting principles.  In addition, as more
fully described in note 1, the supplemental consolidated current value basis
financial statements do not purport to present the net realizable, liquidation
or market value of the Company as a whole.  Furthermore, amounts ultimately
realized by the Company from the disposal of properties may vary from the
current values presented.

In our opinion, the supplemental consolidated current value basis financial
statements referred to above present fairly, in all material respects, the
information set forth therein on the basis of accounting described in note 1 to
the consolidated financial statements.

                                         KPMG PEAT MARWICK LLP

Baltimore, Maryland
February 22, 1996

                                      IV-3
<PAGE>
 
                                                                     Schedule II
                                                                     -----------
                       THE ROUSE COMPANY AND SUBSIDIARIES

                       Valuation and Qualifying Accounts
                  Years ended December 31, 1995, 1994 and 1993

<TABLE>
<CAPTION>
                                                                   Additions
                                                           ------------------------
                                         Balance at       Charged to     Charged to                   Balance at
                                         beginning        costs and        other                         end of
        Descriptions                      of year         expenses        accounts      Deductions        year
        ------------                     ----------       ----------     ---------      ----------     ----------
                                                                       (in thousands)
<S>                                      <C>              <C>            <C>            <C>            <C>
Year ended December 31, 1995:
 Allowance for doubtful receivables       $25,124         $ 3,318        $    -         $3,974  /(1)/  $ 24,468
                                          =======          ======        =======        ======          =======
 
 Valuation allowance - properties held 
  for sale                                $    -          $15,589        $    -         $   -          $ 15,589
                                          =======         =======        =======        ======         ========
 
 Pre-construction reserve                 $14,109         $ 3,800        $    -         $2,530  /(2)/  $ 15,379
                                          =======         =======        =======        ======         ========
 
Year ended December 31, 1994:
 Allowance for doubtful receivables       $24,036         $ 5,185        $    -         $4,097  /(1)/  $ 25,124
                                          =======         =======        =======        ======         ========
 
 Valuation allowance - properties held 
  for sale                                $    -          $     -        $    -         $   -          $     -
                                          =======         =======        =======        ======         ========
 
 Pre-construction reserve                 $12,822         $ 3,400        $    -         $2,113  /(2)/  $ 14,109
                                          =======         =======        =======        ======         ========
 
Year ended December 31, 1993:
 Allowance for doubtful receivables       $23,129         $ 4,741        $    -         $3,834  /(1)/  $ 24,036
                                          =======         =======        =======        ======         ========
 
 Valuation allowance - properties held 
  for sale                                $    -          $     -        $    -         $   -          $     -
                                          =======         =======        =======        ======         ========
 
 Pre-construction reserve                 $11,127         $ 2,900        $    -         $1,205  /(2)/  $ 12,822
                                          =======         =======        =======        ======         ========
 
</TABLE>
Notes:

(1)  Balances written off as uncollectible.

(2)  Costs of unsuccessful projects written off.

                                      IV-4
<PAGE>
 
                                                                    Schedule III
                                                                    ------------
                       THE ROUSE COMPANY AND SUBSIDIARIES
               Real Estate and Accumulated Depreciation (note 1)

                               December 31, 1995


<TABLE>
<CAPTION>

                                                           Cost capitalized                                        
                                  Initial cost to            subsequent to         Gross amount at which carried  
                                      Company                 acquisition               at December 31, 1995      
                                  ---------------        --------------------    --------------------------------- 
                                                                                          Buildings
                                             Buildings                                       and
                     Encum-                     and                 Carrying              Improve-
                     brances                  Improve-   Improve-    costs                 ments
Description          (note 4)   Land           ments      ments     (note 2)   Land       (note 3)    Total
-----------          -------    -------      --------    --------   --------   ----       --------    ------
                                                               (in thousands)
<S>                  <C>        <C>          <C>         <C>        <C>        <C>        <C>         <C>
Operating Properties:
 
Woodbridge Center    $135,701   $-            $-          $142,447    $-       $26,301    $116,146    $142,447 
  Retail Center                                                                                                
  Woodbridge, NJ                                                                                               
                                                                                                               
South Street Seaport   52,000    -             -           140,480     -             -     140,480     140,480 
  Retail Center                                                                                                
  New York, NY                                                                                                 
                                                                                                               
Arizona Center        120,847    97            -           137,058     -            97     137,058     137,155 
  Mixed-use project                                                                                            
  Phoenix, AZ                                                                                                  
                                                                                                               
Pioneer Place          97,875     -            -           122,055     -             -     122,055     122,055 
  Mixed-use project                                                                                            
  Portland, OR                                                                                                 
                                                                                                               
Westlake Center        95,351   10,582         -           101,658     -        10,582     101,658     112,240 
  Mixed-use project                                                                                            
  Seattle, WA                                                                                                  
                                                                                                               
The Gallery                                                                                                    
at Harborplace        111,694    6,648         -           103,176     -         6,648     103,176     109,824 
  Mixed-use project                                                                                            
  Baltimore, MD                                                                                                
                                                                                                               
Owings Mills           56,016   13,408         -            86,358     -        13,408      86,358      99,766 
  Retail Center                                                                                                
  Baltimore, MD                                                                                                
                                                                                                               
Bayside Marketplace    84,375       -          -            97,662     -            -       97,662      97,662 
  Retail Center                                                                                                
  Miami, FL                                                                                                    
                                                                                                               
Mall St. Matthews      73,468       -          -            91,599     -            -       91,599      91,599 
  Retail Center
  Louisville, KY

<CAPTION>
                                                                            Life on
                                                                             which       
                                                                         depreciation 
                              Accumulated       Date of                    in latest   
                              depreciation    completion                     income 
                                  and             of           Date      statement is
                              amortization    constrution    acquired      computed
                              ------------    -----------    --------    ------------
                                                   (in thousands)
<S>                           <C>             <C>            <C>         <C>
Operating Properties:
 
Woodbridge Center             $19,099           3/71           N/A           Note 8 
  Retail Center                                                                    
  Woodbridge, NJ                                                                   
                                                                                   
South Street Seaport           22,047           7/83           N/A           Note 8
  Retail Center                                                                    
  New York, NY                                                                     
                                                                                   
Arizona Center                 18,889          11/90           N/A           Note 8
  Mixed-use project                                                                
  Phoenix, AZ                                                                      
                                                                                   
Pioneer Place                  17,752           3/90           N/A           Note 8
  Mixed-use project                                                                
  Portland, OR                                                                     
                                                                                   
Westlake Center                19,716          10/88           N/A           Note 8
  Mixed-use project                                                                
  Seattle, WA                                                                      
                                                                                   
The Gallery                                                                        
at Harborplace                 19,974           9/87           N/A           Note 8
  Mixed-use project                                                                
  Baltimore, MD                                                                    
                                                                                   
Owings Mills                    8,631           7/86           N/A           Note 8
  Retail Center                                                                    
  Baltimore, MD                                                                    
                                                                                   
Bayside Marketplace            14,496           4/87           N/A           Note 8
  Retail Center                                                                    
  Miami, FL                                                                        
                                                                                   
Mall St. Matthews              10,495           3/62           N/A           Note 8 
  Retail Center
  Louisville, KY

</TABLE> 
                                                                     (Continued)


                                      IV-5
<PAGE>
 
                                                        Schedule III, continued
                                                        -----------------------


                       THE ROUSE COMPANY AND SUBSIDIARIES
               Real Estate and Accumulated Depreciation (note 1)

                               December 31, 1995
<TABLE>
<CAPTION>

                                                          Cost capitalized                                       
                                 Initial cost to            subsequent to       Gross amount at which carried  
                                     Company                 acquisition             at December 31, 1995      
                                 ---------------        --------------------  --------------------------------- 
                                                                                          Buildings
                                             Buildings                                       and
                     Encum-                     and                 Carrying              Improve-
                     brances                  Improve-   Improve-    costs                 ments
Description          (note 4)   Land           ments      ments     (note 2)   Land       (note 3)    Total
-----------          -------    -------      --------    --------   --------   ----       --------    ------
                                                               (in thousands)
<S>                  <C>        <C>          <C>         <C>        <C>        <C>        <C>         <C>
Paramus Park           70,353    13,475         -         69,290        -      13,475      69,290     82,765
  Retail Center
  Paramus, NJ

White Marsh            58,202     2,627         -         72,887        -       2,627      72,887     75,514
  Retail Center
  Baltimore, MD

Santa Monica Place          -     5,088         -         68,207        -       5,088      68,207     73,295
  Retail Center
  Santa Monica, CA

Riverwalk              10,252         -         -         72,211        -           -      72,211     72,211
  Retail Center
  New Orleans, LA

Oakwood Center         55,000    14,750         -         56,888        -      14,750      56,888     71,638
  Retail Center
  Gretna, LA

Faneuil Hall
Marketplace            54,871         -         -         71,476        -           -      71,476     71,476
  Retail Center
  Boston, MA

Cherry Hill Mall       86,713    14,767         -         56,221        -      14,767      56,221     70,988
  Retail Center
  Cherry Hill, NJ

Hulen Mall             66,058     5,064         -         63,953        -       5,064      63,953     69,017
  Retail Center
  Ft. Worth, TX

St. Louis
Union Station               -         -         -         67,093        -           -      67,093     67,093
  Retail Center
  St. Louis, MO

<CAPTION>
                                                                            Life on
                                                                             which       
                                                                         depreciation 
                              Accumulated       Date of                    in latest   
                              depreciation    completion                     income 
                                  and             of           Date      statement is
                              amortization    constrution    acquired      computed
                              ------------    -----------    --------    ------------
                                                 (in thousands)
<S>                           <C>             <C>            <C>         <C>
Paramus Park                    5,196            3/74          N/A         Note 8
  Retail Center                                                         
  Paramus, NJ                                                          
                                                                       
White Marsh                    10,649            8/81          N/A         Note 8
  Retail Center                                                         
  Baltimore, MD                                                        
                                                                       
Santa Monica Place              7,973           10/80          N/A         Note 8
  Retail Center                                                         
  Santa Monica, CA                                                     
                                                                       
Riverwalk                      10,400            8/86          N/A         Note 8
  Retail Center                                                         
  New Orleans, LA                                                      
                                                                       
Oakwood Center                  6,117           10/82          N/A         Note 8
  Retail Center                                                         
  Gretna, LA

Faneuil Hall
Marketplace                     8,619            8/76          N/A         Note 8
  Retail Center
  Boston, MA

Cherry Hill Mall               15,506           10/61          N/A         Note 8
  Retail Center
  Cherry Hill, NJ

Hulen Mall                      7,790            8/77          N/A         Note 8
  Retail Center
  Ft. Worth, TX

St. Louis
Union Station                  14,734            8/85          N/A         Note 8
  Retail Center
  St. Louis, MO
</TABLE>

                                      IV-6                          (Continued)



<PAGE>
 
                                                        Schedule III, continued
                                                        -----------------------

                       THE ROUSE COMPANY AND SUBSIDIARIES
               Real Estate and Accumulated Depreciation (note 1)

                               December 31, 1995
<TABLE>
<CAPTION>
                                                                                                 
                                                      Cost capitalized                                   
                                  Initial cost to      subsequent to     Gross amount at which carried   
                                     Company             acquisition         at December 31, 1995        
                                  ---------------     ----------------   -----------------------------   
                                                                                   Buildings                 
                                           Buildings                                   and                          
                           Encum-            and                Carrying            Improve-                       
                           brances         Improve-   Improve-   costs               ments                          
Description                (note 4) Land    ments      ments    (note 2)   Land     (note 3)    Total               
-----------                -------  ----   --------   -------- --------    ----    --------     -----                
                                                        (in thousands)
<S>                       <C>       <C>    <C>        <C>      <C>        <C>      <C>         <C>   
Echelon Mall              62,000    6,160         -     53,910      -     6,160     53,910     60,070  
  Retail Center                                                                                                 
  Voorhees, NJ                                                                                                  
                                                                                                                
The Mall in Columbia      47,414    4,788         -     46,663      -     4,788     46,663     51,451  
  Retail Center                                                                                                 
  Columbia, MD                                                                                                  
                                                                                                                
Blue Cross &                                                                                                    
Blue Shield Building I    38,295    1,000         -     44,580      -     1,000     44,580     45,580  
  Office Building                                                                                               
  Baltimore, MD                                                                                                 
                                                                                                                
Harborplace               32,891        -         -     44,398      -         -     44,398     44,398  
  Retail Center                                                                                                 
  Baltimore, MD                                                                                                 
                                                                                                                
Village of Cross Keys          -    1,083         -     40,189      -     1,083     40,189     41,272  
  Mixed-use Project                                                                                             
  Baltimore, MD                                                                                                 
                                                                                                                
Northwest Mall            23,426    6,649         -     27,320      -     6,649     27,320     33,969  
  Retail Center                                                                                                 
  Houston, TX                                                                                                   
                                                                                                                
The Jacksonville Landing  15,211        -         -     33,401      -         -     33,401     33,401  
  Retail Center                                                                                                 
  Jacksonville, FL                                                                                              
                                                                                                                
Tampa Bay Center          48,000      920         -     30,579      -       920     30,579     31,499  
  Retail Center                                                                                                 
  Tampa, FL                                                                                                     
                                                                                                                
Salem Mall                36,929    1,285         -     29,010      -     1,285     29,010     30,295  
  Retail Center                                                                                                 
  Dayton, OH                                                                                                    
                                                                                                                
 
<CAPTION> 
                                                                    Life on 
                                                                    which   
                                     Accumu-                        depre-  
                                     lated                          ciation 
                                     depre-     Date of             in latest
                                     ciation    comple-             income  
                                     and        tion of             state-  
                                     amorti-    constr-     Date    ment is 
                                     zation     uction    acquired  computed
                                     -------    ------    --------  -------- 
                                                 (in thousands)
<S>                                  <C>        <C>       <C>       <C> 
Echelon Mall                          9,373       9/70      N/A     Note 8 
  Retail Center                                                      
  Voorhees, NJ                                                       
                                                                     
The Mall in Columbia                  9,591       8/71      N/A     Note 8                                                         
  Retail Center                                                      
  Columbia, MD                                                       
                                                                     
Blue Cross &                                                         
Blue Shield Building I                6,735       7/89      N/A     Note 8                                                         
  Office Building                                                    
  Baltimore, MD                                                      
                                                                     
Harborplace                           9,931       7/80      N/A     Note 8                                                         
  Retail Center                                                      
  Baltimore, MD                                                      
                                                                     
Village of Cross Keys                14,305       9/65      N/A     Note 8                                                         
  Mixed-use Project                                                  
  Baltimore, MD                                                      
                                                                     
Northwest Mall                        5,458      10/68      N/A     Note 8                                                         
  Retail Center                                                      
  Houston, TX                                                        
                                                                     
The Jacksonville Landing              8,455       6/87      N/A     Note 8                                                         
  Retail Center                                                      
  Jacksonville, FL                                                   
                                                                     
Tampa Bay Center                      8,719       8/76      N/A     Note 8                                                         
  Retail Center                                                      
  Tampa, FL                                                          
                                                                     
Salem Mall                            8,422      10/66      N/A     Note 8                                                         
  Retail Center                                                      
  Dayton, OH                                                         
</TABLE> 

                                   IV-7                             (Continued)
<PAGE>
 
                                                       Schedule III, continued
                                                       -----------------------

                       THE ROUSE COMPANY AND SUBSIDIARIES
               Real Estate and Accumulated Depreciation (note 1)

                               December 31, 1995
<TABLE>
<CAPTION>
                                                                                                
                                                                 Cost capitalized                                 
                                           Initial cost to        subsequent to     Gross amount at which carried 
                                              Company               acquisition         at December 31, 1995      
                                           ---------------       ----------------   -----------------------------  
                                                                                             Buildings              
                                                      Buildings                                  and                      
                                Encum-                  and                Carrying           Improve-                   
                                brances               Improve-   Improve-   costs              ments                      
Description                     (note 4)   Land        ments      ments    (note 2  Land      (note 3)   Total           
-----------                     -------    ----       --------   -------- --------  ----     --------   --------            
                                                                (in thousands)
<S>                             <C>        <C>        <C>        <C>      <C>       <C>      <C>        <C>            
Governors Square                  28,115          -         -    30,288      -          -    30,288     30,288  
  Retail Center
  Tallahassee, FL
 
Almeda Mall                            -      4,641         -    24,961      -      4,641    24,961     29,602  
  Retail Center                                                                                                 
  Houston, TX                                                                                                   
                                                                                                                
Gateway Commerce Center #20            -      6,200         -    22,279      -      6,200    22,279     28,479  
  Industrial Building                                                                                           
  Columbia, MD                                                                                                  
                                                                                                                
North Star                             -        168         -    28,063      -        168    28,063     28,231  
  Retail Center                                                                                                 
  San Antonio, TX                                                                                               
                                                                                                                
Augusta Mall                      21,314      1,601         -    26,117      -      1,601    26,117     27,718  
  Retail Center                                                                                                 
  Augusta, GA                                                                                                   
                                                                                                                
Beachwood Place                   41,228      3,276         -    23,982      -      3,276    23,982     27,258  
  Retail Center                                                                                                 
  Beachwood, OH                                                                                                 
                                                                                                                
Plymouth Meeting                  16,831        702         -    25,856      -        702    25,856     26,558  
  Retail Center                                                                                                 
  Plymouth Meeting, PA                                                                                         
                                                                                                                
Alexander & Alexander                                                                                           
Building I                        22,469      1,000         -    25,021      -      1,000    25,021     26,021  
  Office Building                                                                                               
  Baltimore, MD                                                                                                 
                                                                                                                
Perimeter Mall                    25,791      3,006         -    22,682      -      3,006    22,682     25,688  
  Retail Center                                                                                                 
  Atlanta, GA                                                                                                   
                                                                                                                
<CAPTION> 

                                                                                Life on 
                                                                                which   
                                                     Accumu-                    depre-  
                                                     lated                      ciation 
                                                     depre-   Date of           in latest
                                                     ciation  comple-           income  
                                                      and    tion of            state-  
                                                     amorti-  constr-   Date    ment is 
                                                     zation   uction  acquired  computed
                                                    -------   ------  --------  --------
                                                               (in thousands)
<S>                                                 <C>       <C>     <C>       <C>      
Governors Square                                      3,926     8/79    N/A      Note 8
  Retail Center
  Tallahassee, FL
 
Almeda Mall                                           6,132    10/68    N/A      Note 8  
  Retail Center                                                          
  Houston, TX                                                            
                                                                         
Gateway Commerce Center #20                            3,350    N/A     8/93     Note 8
  Industrial Building                                                    
  Columbia, MD                                                           
                                                                         
North Star                                             6,761    9/60     N/A     Note 8
  Retail Center                                                          
  San Antonio, TX                                                        
                                                                         
Augusta Mall                                           4,530    8/78     N/A     Note 8  
  Retail Center                                                          
  Augusta, GA                                                            
                                                                         
Beachwood Place                                        6,413    8/78     N/A     Note 8  
  Retail Center                                                          
  Beachwood, OH                                                          
                                                                         
Plymouth Meeting                                      10,672    2/66     N/A     Note 8
  Retail Center                                                          
  Plymouth Meeting, PA                                                  
                                                                         
Alexander & Alexander                                                    
Building I                                             4,989    9/87     N/A     Note 8  
  Office Building                                                        
  Baltimore, MD                                                          
                                                                         
Perimeter Mall                                         5,574   8/71      N/A     Note 8
  Retail Center                                                          
  Atlanta, GA                                                            
                                                                         

</TABLE> 

                                     IV-8                         (Continued)
<PAGE>
 
                                                        Schedule III, continued
                                                        -----------------------
                       THE ROUSE COMPANY AND SUBSIDIARIES
               Real Estate and Accumulated Depreciation (note 1)

                               December 31, 1995
<TABLE>
<CAPTION>
                                                                                                  
                                                                Cost capitalized                                   
                                              Initial cost to     subsequent to     Gross amount at which carried   
                                                 Company           acquisition          at December 31, 1995        
                                              ---------------   -----------------  ------------------------------   
                                                                                             Buildings                 
                                                     Buildings                                 and                     
                                 Encum-                and                Carrying           Improve-                  
                                 brances             Improve-   Improve-   costs               ments                     
Description                      (note 4)     Land    ments      ments    (note 2)  Land      (note 3)    Total          
-----------                      -------      ----   --------   -------- --------   ----     --------     -----          
                                                                (in thousands)
<S>                              <C>          <C>    <C>        <C>      <C>       <C>       <C>          <C>             
Exton Square                       8,683      3,173         -    22,054      -     3,173     22,054       25,227  
  Retail Center               
  Exton, PA
 
Ryland Group Headquarters         21,000        856         -    24,280      -       856     24,280       25,136 
  Office Building                                                                                              
  Columbia, MD                                                                                                 
                                                                                                               
The Gallery at                                                                                                 
Market East                            -          -         -    23,785      -         -     23,785       23,785 
  Retail Center                                                                                                
  Philadelphia, PA                                                                                             
                                                                                                               
South Dekalb                         772      3,534         -    18,849      -     3,534     18,849       22,383 
  Retail Center                                                                                                
  Decatur, GA                                                                                                  
                                                                                                               
Willowbrook                       33,750        853         -    20,818      -       853     20,818       21,671 
  Retail Center                                                                                                
  Wayne, NJ                                                                                                    
                                                                                                               
Franklin Park                     24,500        653         -    20,652      -       653     20,652       21,305 
  Retail Center                                                                                                
  Toledo, OH                                                                                                   
                                                                                                               
The Grand Avenue                  12,633          -         -    20,447      -         -     20,447       20,447 
  Retail Center                                                                                                
  Milwaukee, WI                                                                                                
                                                                                                               
Columbia Inn                      20,333      1,384         -    18,994      -     1,384     18,994       20,378 
  Hotel                                                                                                        
  Columbia, MD                                                                                                 
                                                                                                               
Mondawmin                          6,519      2,251         -    17,509      -     2,251     17,509       19,760 
  Retail Center                                                                                                
  Baltimore, MD                                                                                                
                                                                                                               
RWD Building                      11,544      2,596         -    16,038      -     2,596     16,038       18,634 
  Office Building
  Columbia, MD                

<CAPTION> 
                                                                             Life on  
                                                                             which    
                                                 Accumu-                     depre-   
                                                 lated                       ciation  
                                                 depre-   Date of            in latest
                                                 ciation  comple-            income   
                                                  and     tion of            state-   
                                                 amorti-  constr-    Date    ment is  
                                                 zation   uction   acquired  computed 
                                                -------   ------   --------  -------- 
                                                            (in thousands)
<S>                                             <C>       <C>      <C>       <C>       
Exton Square                                       7,481   3/73     N/A       Note 8
  Retail Center
  Exton, PA
 
Ryland Group Headquarters                          2,877   6/92     N/A       Note 8   
  Office Building                                                                       
  Columbia, MD                                                                          
                                                                                        
The Gallery at                                                                          
Market East                                        6,193   8/77     N/A       Note 8   
  Retail Center                                                                         
  Philadelphia, PA                                                                      
                                                                                        
South Dekalb                                       3,359   7/78     N/A       Note 8   
  Retail Center                                                                         
  Decatur, GA                                                                           
                                                                                        
Willowbrook                                        7,100   9/69     N/A       Note 8   
  Retail Center                                                                         
  Wayne, NJ                                                                             
                                                                                        
Franklin Park                                      4,059   7/71     N/A       Note 8   
  Retail Center                                                                         
  Toledo, OH                                                                            
                                                                                        
The Grand Avenue                                   8,457   8/82     N/A       Note 8   
  Retail Center                                                                         
  Milwaukee, WI                                                                         
                                                                                        
Columbia Inn                                       5,792   6/72     N/A       Note 8   
  Hotel                                                                                 
  Columbia, MD                                                                          
                                                                                        
Mondawmin                                          5,755   1/78     N/A       Note 8   
  Retail Center                                                                         
  Baltimore, MD                                                                         
                                                                                        
RWD Building                                       5,017   7/86     N/A       Note 8  
  Office Building
  Columbia, MD                
</TABLE> 

                                         IV-9                       (Continued) 
<PAGE>
 
                                                        Schedule III, continued
                                                        -----------------------
                       THE ROUSE COMPANY AND SUBSIDIARIES
               Real Estate and Accumulated Depreciation (note 1)

                               December 31, 1995
<TABLE>
<CAPTION>
                                                                  Cost capitalized                                   
                                              Initial cost to      subsequent to     Gross amount at which carried                
                                                 Company             acquisition         at December 31, 1995                    
                                              ---------------     ----------------   -----------------------------                
                                                                                            Buildings                
                                                      Buildings                                 and                  
                                 Encum-                 and                Carrying          Improve-               
                                 brances              Improve-   Improve-   costs             ments                  
Description                      (note 4)    Land      ments      ments    (note 2) Land     (note 3)    Total       
-----------                      -------     ----     --------   -------- --------  ----    --------    --------       
                                                                (in thousands)
<S>                              <C>         <C>      <C>        <C>      <C>       <C>     <C>         <C>          
Blue Cross &
Blue Shield Building II           14,000      1,000         -    16,616      -     1,000     16,616     17,616 
  Office Building                                                                                              
  Baltimore, MD                                                                                                
                                                                                                               
Alexander &                                                                                                    
Alexander Building II             12,989        650         -    16,711      -       650     16,711     17,361 
  Office Building                                                                                              
  Baltimore, MD                                                                                                
                                                                                                               
Eastfield Mall                     5,000      1,077         -    15,467      -     1,077     15,467     16,544 
  Retail Center                                                                                                
  Springfield, MA                                                                                              
                                                                                                               
Highland Mall                      7,157         12         -    16,525      -        12     16,525     16,537 
  Retail Center                                                                                                
  Austin, TX                                                                                                   

Parkside                                                                                                       
  Office Building                 11,940        463         -    15,064      -       463     15,064     15,527 
  Columbia, MD                                                                                                 
                                                                                                               
Midtown Square                         -          -         -    14,247      -         -     14,247     14,247 
  Retail Center                                                                                                
  Charlotte, NC                                                                                                
                                                                                                               
Gateway Commerce Center #2             -      1,947         -    10,360      -     1,947     10,360     12,307 
  Industrial Building                                                                                          
  Columbia, MD                                                                                                 
                                                                                                               
30 Corporate Center               12,917      1,160         -    10,461      -     1,160     10,461     11,621 
  Office Building                                                                                              
  Columbia, MD                                                                                                 
                                                                                                               
Amdahl Building                    6,909        927         -    10,351      -       927     10,351     11,278 
  Office Building
  Columbia, MD
 

<CAPTION> 

                                                                            Life on  
                                                                            which    
                                                  Accumu-                   depre-   
                                                  lated                     ciation  
                                                  depre-   Date of          in latest
                                                  ciation  comple-          income   
                                                   and    tion of           state-   
                                                  amorti-  constr-   Date   ment is  
                                                  zation   uction  acquired computed 
                                                 -------   ------  -------- -------- 
                                                            (in thousands)
                                                 <C>       <C>     <C>      <C>       
Blue Cross &
Blue Shield Building II                            2,141   8/90      N/A      Note 8 
  Office Building                                                                    
  Baltimore, MD                                                                      
                                                                                     
Alexander &                                                                          
Alexander Building II                              4,728  11/88      N/A      Note 8 
  Office Building                                                                    
  Baltimore, MD                                                                      
                                                                                     
Eastfield Mall                                     4,976   4/68      N/A      Note 8 
  Retail Center                                                                      
  Springfield, MA                                                                    
                                                                                     
Highland Mall                                      4,806   8/71      N/A      Note 8 
  Retail Center                                                                      
  Austin, TX                                                                         

Parkside                                                                             
  Office Building                                  2,644  11/89      N/A      Note 8 
  Columbia, MD                                                                       
                                                                                     
Midtown Square                                     9,312  10/59      N/A      Note 8 
  Retail Center                                                                      
  Charlotte, NC                                                                      
                                                                                     
Gateway Commerce Center #2                         1,407    N/A     8/93      Note 8 
  Industrial Building                                                                
  Columbia, MD                                                                       
                                                                                     
30 Corporate Center                                3,512   4/86      N/A      Note 8 
  Office Building                                                                    
  Columbia, MD                                                                       
                                                                                     
Amdahl Building                                    3,691   6/81      N/A      Note 8  
  Office Building
  Columbia, MD
 
</TABLE>                                  
                                          
                                     IV-10                      (Continued)
<PAGE>
 
                                                         Schedule III, continued
                                                         -----------------------
                       THE ROUSE COMPANY AND SUBSIDIARIES
               Real Estate and Accumulated Depreciation (note 1)

                               December 31, 1995
<TABLE>
<CAPTION>
                                                                                                
                                                                 Cost capitalized                                
                                               Initial cost to     subsequent to     Gross amount at which carried
                                                  Company           acquisition           at December 31, 1995     
                                               ---------------   ----------------   -----------------------------
                                                                                            Buildings              
                                                      Buildings                                 and                  
                                 Encum-                 and                Carrying          Improve-               
                                 brances              Improve-   Improve-   costs             ments                  
Description                      (note 4)     Land     ments      ments    (note 2) Land     (note 3)    Total       
-----------                      -------      ----    --------   -------- --------  ----    ---------   --------       
                                                                (in thousands)
<S>                              <C>          <C>     <C>        <C>      <C>       <C>     <C>         <C>          
Hickory Ridge Village Center       9,583        907         -    10,174      -       907     10,174     11,081  
  Village Center                                                                                                
  Columbia, MD                                                                                                  
                                                                                                                
American City Building             3,282          -         -    11,023      -         -     11,023     11,023  
  Office Building                                                                                               
  Columbia, MD                                                                                                  
                                                                                                                
Dorsey's Search                                                                                                 
Village Center                    10,298        911         -     9,889      -       911      9,889     10,800  
  Village Center                                                                                                
  Columbia, MD                                                                                                  
                                                                                                                
10 Corporate Center                4,937        733         -     7,957      -       733      7,957      8,690  
  Office Building
  Columbia, MD                

<CAPTION> 

                                                                            Life on  
                                                                            which    
                                                  Accumu-                   depre-   
                                                  lated                     ciation  
                                                  depre-   Date of          in latest
                                                  ciation  comple-          income   
                                                   and    tion of           state-   
                                                  amorti-  constr-   Date   ment is  
                                                  zation   uction  acquired computed 
                                                 -------   ------  -------- -------- 
                                                          (in thousands)
                                                 <C>       <C>     <C>      <C>       
Hickory Ridge Village Center                     1,049     6/92    N/A       Note 8                        
  Village Center                                                          
  Columbia, MD                                                            
                                                    
American City Building                           7,770     3/69    N/A       Note 8   
  Office Building                                                            
  Columbia, MD                                                               
                                                                             
Dorsey's Search                                  1,833     9/89    N/A       Note 8    
Village Center                                                               
  Village Center                                                             
  Columbia, MD                                      
 
10 Corporate Center                              3,157     9/81    N/A       Note 8
  Office Building
  Columbia, MD                
</TABLE>                                  
                                          
                                     IV-11                   (Continued)
<PAGE>
 
                                                        Schedule III, continued
                                                        -----------------------
                       THE ROUSE COMPANY AND SUBSIDIARIES
               Real Estate and Accumulated Depreciation (note 1)

                               December 31, 1995
<TABLE>
<CAPTION>
                                                                Cost capitalized           
                                            Initial cost to      subsequent to     Gross amount at which carried
                                                Company           acquisition          at December 31, 1995     
                                         --------------------  ----------------   -----------------------------
                                                                                           Buildings                
                                                   Buildings                                   and                  
                              Encum-                 and                Carrying            Improve-               
                              brances              Improve-   Improve-   costs               ments                  
Description                   (note 4)   Land       ments      ments    (note 2)   Land    (note 3)     Total       
-----------                   --------    ----      --------  --------  --------   ----    --------     -----       
                                                           (in thousands)
<S>                           <C>        <C>       <C>        <C>       <C>        <C>     <C>          <C>          
King's Contrivance                    
Village Center                   7,665      1,072       -      7,348        -       1,072      7,348      8,420         
  Village Center                                                                                                        
  Columbia, MD                                                                                                          
                                                                                                                        
Metro Plaza                      1,129        202       -      7,932        -         202      7,932      8,134         
  Retail Center                                                                                                         
  Baltimore, MD                                                                                                         
                                                                                                                        
Investments in                                                                                                          
unconsolidated real                                                                                                     
estate ventures                 21,811          -  32,713     52,059        -           -     84,772     84,772         
                                                                                                                        
Receivables under                                                                                                       
finance leases                       -          -       -     81,632        -           -     81,632     81,632         
                                                                                                                        
Other properties                                                                                                        
and related investments                                                                                                 
less than 5% of total           42,974      3,618       -     97,419        -       3,618     97,419    101,037         
                             ---------    -------  ------  ---------    --------  -------  ---------  ---------    
Total Operating                                                                                                         
Properties                   2,001,015    158,964  32,713  2,814,679        -     185,265  2,821,091  3,006,356  
                             ---------    -------  ------  ---------    --------  -------  ---------  ---------  
<CAPTION> 
                                                                            Life on  
                                                                            which    
                                     Accumu-                                depre-   
                                     lated                                 ciation  
                                     depre-      Date of                  in latest
                                     ciation     comple-                   income   
                                       and       tion of                  statement   
                                     amorti-     constr-       Date          is  
                                     zation      uction      acquired     computed 
                                    --------     -------     --------     --------- 
                                                  (in thousands)
<S>                                 <C>          <C>         <C>          <C>       
King's Contrivance                                                   
Village Center                        2,167        6/86        N/A         Note 8  
  Village Center                                                              
  Columbia, MD                                                                
                                                                     
Metro Plaza                           2,980        N/A        12/82        Note 8                             
  Retail Center                                                               
  Baltimore, MD                                                               
                                                                              
Investments in                            -     Various      Various       Note 8
unconsolidated real                                                           
estate ventures                                                               
                                                                              
Receivables under                                                             
finance leases                            -     Various      Various       Note 8                         
                                                                     
Other properties                                                     
and related investments                                              
less than 5% of total                35,637     Various      Various       Note 8  
                                    -------                         
Total Operating                     519,319                             
Properties                          -------                             
</TABLE>                                                            
                                     IV-12                        (Continued)
<PAGE>
 
                                                         Schedule III, continued
                                                        -----------------------
                       THE ROUSE COMPANY AND SUBSIDIARIES
               Real Estate and Accumulated Depreciation (note 1)

                               December 31, 1995
<TABLE>
<CAPTION>
                                                              Cost capitalized                                
                                          Initial cost to       subsequent to        Gross amount at which carried
                                             Company            acquisition             at December 31, 1995     
                                          ----------------   ------------------   -----------------------------------
                                                                                             Buildings                 
                                                 Buildings                                      and                  
                                Encum-              and                Carrying               Improve-               
                                brances           Improve-   Improve-   costs                  ments                  
Description                     (note 4)   Land    ments      ments    (note 2)     Land       (note 3)      Total     
-----------                     --------   ----   --------   -------- ---------     ----      ---------    --------      
                                                                    (in thousands)                                      
<S>                             <C>        <C>    <C>        <C>       <C>          <C>       <C>          <C>    
Properties in Development:                                                                              
Arizona Center                      -           -        -    15,967      -              -      15,967       15,967    
  Developed/developable land                                                                                           
  under master lease                                                                                                   
  Phoenix, AZ                                                                                                          
                                                                                                                       
Beachwood Place Expansion           -       1,149        -     9,326      -          1,149       9,326       10,475    
  Expansion of retail center                                                                                           
  Beachwood, OH                                                                                                        
                                                                                                                       
White Marsh Expansion               -       3,373    5,003         -      -          3,373       5,003        8,376    
  Expansion of retail center                                                                                           
  Baltimore, MD                                                                                                        
                                                                                                                       
Pre-construction costs -                                                                                               
  Various projects                  -           -        -    21,463      -              -      21,463       21,463    
                                                                                                                       
Pre-construction reserve            -           -        -   (15,379)     -              -     (15,379)     (15,379)   
                                                                                                                       
Other projects,                                                                                                        
  less than 5% of total         6,209      11,534        -     3,715      -         11,534       3,715       15,249    
                                -----      ------    -----   -------    -------     ------     -------      -------    
                                                                                                                       
Total Properties                                                                                                       
  in Development                6,209      16,056    5,003    35,092      -         16,056      40,095       56,151     
                                -----      ------    -----   -------    -------     ------     -------      -------         
                                                                                                                       
Properties held for                                                                                                    
  sale, less than 5%                                                                                                   
  of total                          -           -        -    22,602      -              -      22,602       22,602     
                                -----      ------    -----   -------    -------     ------     -------      -------        
<CAPTION> 
                                                                            Life on  
                                                                             which    
                                                 Accumu-                     depre-   
                                                  lated                      ciation  
                                                 depre-    Date of          in latest
                                                 ciation   comple-           income   
                                                   and     tion of           state-   
                                                  amorti-  constr-   Date   ment is  
                                                  zation   uction  acquired computed 
                                                 -------   ------  -------- -------- 
                                                          (in thousands)
<S>                                              <C>       <C>     <C>      <C>       
Arizona Center                                      N/A     N/A      N/A      Note 8  
  Developed/developable land                                                        
  under master lease                                                                
  Phoenix, AZ                                                                       
                                                                                    
Beachwood Place Expansion                             -     N/A      N/A      Note 8
  Expansion of retail center                                                        
  Beachwood, OH                                                                     
                                                                                    
White Marsh Expansion                                 -     N/A      8/95     Note 8
  Expansion of retail center                                                        
  Baltimore, MD                                                                     
                                                                                    
Pre-construction costs -                                                            
  Various projects                                  N/A     N/A      N/A      N/A   
                                                                                    
Pre-construction reserve                            N/A     N/A      N/A      N/A   
                                                                                    
Other projects,                                                                     
  less than 5% of total                             N/A     N/A      N/A      N/A   
                                                                                   
Total Properties                                                                   
  in Development                                                                   
                                                                                   
Properties held for                                                                
  sale, less than 5%                                                               
  of total                                          N/A     Various  Various  N/A   
</TABLE>                                  
                                     IV-13                     (Continued)
<PAGE>
 
                                                         Schedule III, continued
                                                         -----------------------
                       THE ROUSE COMPANY AND SUBSIDIARIES
               Real Estate and Accumulated Depreciation (note 1)

                               December 31, 1995
<TABLE>
<CAPTION>
                                                                       Cost capitalized                                
                                                   Initial cost to       subsequent to         Gross amount at which carried
                                                      Company             acquisition                at December 31, 1995     
                                                  -----------------   --------------------     -----------------------------
                                                                                                         Buildings              
                                                            Buildings                                       and                 
                                       Emcum-                 and                 Carrying                Improve-              
                                      brances               Improve-   Improve-     costs                   ments                 
Description                          (note 4)      Land      ments      ments     (note 2)       Land      (note 3)    Total      
-----------                         ----------    -------   --------  --------    --------     --------  ----------    --------    
                                                                         (in thousands)
<S>                                 <C>           <C>       <C>       <C>         <C>          <C>       <C>         <C>        
Land held for development and sale:                                                                                     
                                                                                                                        
Columbia                                12,633     53,000       -         55,714       -        108,714        -        108,714     
  Land in various                                                                                                              
  stages                                                                                                                       
  of development                                                                                                               
  Columbia, MD                                                                                                                 
                                                                                                                               
Canyon Springs                               -     16,000        -         8,716       -         24,716         -        24,716
  Land held for                                                                                                                
  development                                                                                                                  
  Riverside County, CA                                                                                                         
                                                                                                                               
Other properties,                                                                                                              
  less than 5% of total                      -       738        -             -        -            738         -           738
                                        ------     ------   -------   ----------  --------     --------  ----------   ---------
                                                                                                                               
Total land held for                                                                                                            
  development and                                                                                                              
  sale                                  12,633     69,738       -         64,430       -        134,168         -       134,168
                                        ------     ------   -------   ----------  --------     --------  ----------  ----------
Total Property                      $2,019,857   $271,059   $37,716   $2,910,502  $    -       $335,489  $2,883,788  $3,219,277  
                                    ==========   ========   =======   ==========  ========     ========  ==========  ==========   
<CAPTION> 
                                                                            Life on  
                                                                            which    
                                                  Accumu-                   depre-   
                                                  lated                     ciation  
                                                  depre-   Date of          in latest
                                                  ciation  comple-          income   
                                                   and    tion of           state-   
                                                  amorti-  constr-   Date   ment is  
                                                  zation   uction  acquired computed 
                                                 -------   ------  -------- -------- 
                                                           (in thousands)
<S>                                              <C>       <C>     <C>      <C>       
Land held for development and sale:

Columbia                                           N/A        N/A      9/85     N/A s
  Land in various                                                                   
  stages                                                                            
  of development                                                                    
  Columbia, MD                                                                      
                                                                                    
Canyon Springs                                     N/A        N/A      7/89    N/A  
  Land held for                                                                     
  development                                                                       
  Riverside County, CA                                                              
                                                                                    
Other properties,                                                                   
  less than 5% of total                            N/A        N/A     Various  N/A  
                                                  --------                                                                    
Total land held for                                N/A        N/A     Various  N/A   
  development and sale                            --------

Total Property                                    $519,319
                                                  ======== 
</TABLE> 
                                     IV-14                      (Continued)
<PAGE>
 
                                                         Schedule III, continued
                                                         -----------------------

                       THE ROUSE COMPANY AND SUBSIDIARIES
               Real Estate and Accumulated Depreciation (note 1)

                               December 31, 1995

Notes:

(1)  Reference is made to notes 2, 3, 4, 5, 6, 7, 11, 15 and 18 to the
     consolidated financial statements.  Land was generally acquired one to
     three years before completion of construction.

(2)  The determination of these amounts is not practicable and, accordingly,
     they are included in improvements.

(3)  Buildings and improvements include deferred costs of $118,930,000 at
     December 31, 1995.

(4)  Encumbrances on office buildings are included in operating property
     encumbrances.

(5)  The changes in total cost of properties for the years ended December 31,
     1995, 1994 and 1993 are as follows (in thousands):

<TABLE>
<CAPTION>
 
 
                                                  1995         1994         1993
                                               -----------  -----------  -----------
<S>                                            <C>          <C>          <C>
 
 Balance at beginning of year                  $3,144,015   $3,010,195   $2,827,379
 Additions, at cost                                73,155       88,260       88,973
 Cost of properties acquired                       78,605       93,705      106,048
 Additions to land held for
  development and sale                             16,091       16,270       21,388
 Cost of land sales                               (14,214)     (15,804)     (16,270)
 Retirements, sales and other
    dispositions                                  (75,787)     (30,049)     (21,307)
 Additions to pre-construction reserve             (3,800)      (3,400)      (2,900)
 Receivables under finance leases, net                224         (632)       8,061
 Investments in unconsolidated real
  estate ventures, net                             16,577      (12,317)       4,255
 Provision for loss on operating properties       (15,589)      (2,212)      (5,432)
                                               ----------   ----------   ----------
 Balance at end of year                        $3,219,277   $3,144,015   $3,010,195
                                               ==========   ==========   ==========
 
</TABLE>

In 1995 non-cash consideration in the form of purchase money loans was given in
acquisitions of properties and investments in unconsolidated real estate
ventures of $64,175,000 and $21,811,000, respectively.

                                     IV-15
<PAGE>
 
                                                         Schedule III, continued
                                                         -----------------------

                       THE ROUSE COMPANY AND SUBSIDIARIES
               Real Estate and Accumulated Depreciation (note 1)

                               December 31, 1995


Notes, continued:


(6) The changes in accumulated depreciation and amortization for the years ended
 December 31, 1995, 1994 and 1993 are as follows (in thousands):
<TABLE>
<CAPTION>
 
                                       1995       1994       1993
                                     ---------  ---------  ---------
<S>                                  <C>        <C>        <C>
 
Balance at beginning of year         $490,158   $429,070   $375,903
Depreciation and amortization
 charged to operations                 73,062     74,186     70,200
Retirements, sales and other, net     (43,901)   (13,098)   (17,033)
                                     --------   --------   --------
Balance at end of year               $519,319   $490,158   $429,070
                                     ========   ========   ========
</TABLE>
(7) The aggregate cost of properties for Federal income tax purposes is
 approximately $3,334,400,000 at December 31, 1995.

(8) Reference is made to note 2(c) to the consolidated financial statements for
 information related to depreciation.

(9) Reference is made to note 15 to the consolidated financial statements for
 information related to provisions for losses on real estate assets.

                                     IV-16
<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 report to be signed
 on its behalf by the undersigned, thereunto duly authorized.

 The Rouse Company



 By:   /s/ Anthony W. Deering
      -------------------------------------
      Anthony W. Deering                               March 5, 1996
      President and Chief Executive Officer


      Pursuant to the requirements of the Securities Exchange Act of 1934, this
 report 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                                   March 5, 1996
  President and Chief Executive Officer


  Principal Financial Officer:



     /s/ Jeffrey H. Donahue
   -------------------------------------
   Jeffrey H. Donahue                                  March 5, 1996
   Senior Vice President and
    Chief Financial Officer


 Principal Accounting Officer:



     /s/ George L. Yungmann
   -------------------------------------
   George L. Yungmann                                  March 5, 1996
   Senior Vice President and Controller

                                     IV-17
<PAGE>
 
 Board of Directors:

    David H. Benson, Jeremiah E. Casey, Anthony W. Deering, Rohit M. Desai,
 Mathias J. DeVito, Juanita T. James, Hanne M. Merriman, Thomas J. McHugh, Roger
 W. Schipke and Alexander B. Trowbridge.


 By:    /s/ Anthony W. Deering
      --------------------------------
      Anthony W. Deering                              March 5, 1996       
      For Himself and as
      Attorney-in-fact for the
      above-named persons

                                     IV-18
<PAGE>
 
              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
              ---------------------------------------------------



The Board of Directors
The Rouse Company:


  We consent to the incorporation by reference in the Registration Statements of
The Rouse Company on Form S-8 (Registration Nos. 2-68258, 2-83612, 33-56231, 33-
56233 and 33-56235) and Form S-3 (Registration Nos. 2-78898, 2-95596, 33-52458,
33-56646, 33-57347, 33-57584, 33-57707 and 33-63279) of our report dated
February 22, 1996, relating to the consolidated financial statements and related
schedules of The Rouse Company and subsidiaries as of December 31, 1995 and 1994
and for each of the years in the three-year period ended December 31, 1995,
which report appears in the Annual Report on Form 10-K of The Rouse Company for
the year ended December 31, 1995.



                                      KPMG PEAT MARWICK LLP



Baltimore, Maryland
March 5, 1996

                                     IV-19
<PAGE>
 
                 CONSENT OF INDEPENDENT REAL ESTATE CONSULTANTS
                 ----------------------------------------------



The Board of Directors
   The Rouse Company:

         We consent to the incorporation by reference in the Registration
Statements of The Rouse Company (the "Company") on Form S-8 (Registration Nos.
2-68258, 2-83612, 33-56231, 33-56233 and 33-5625) and Form S-3 (Registration
Nos. 2-78898, 2-95596, 33-52458, 33-56646, 33-57347, 33-57584, 33-57707 and 
33-63279) of our report dated February 22, 1996 on our concurrence with the
Company's estimates of the total current value of its equity and other interests
in certain real property owned and/or managed by the Company and its
subsidiaries as of December 31, 1995 and 1994, which report appears in the
Annual Report on Form 10-K of the Company for the year ended December 31, 1995.

                                      LANDAUER ASSOCIATES, INC.



                                      Deborah A. Jackson
                                      Senior Vice President
                                      Director of Retail Valuation



New York, New York
March 5, 1996

                                     IV-20
<PAGE>
 
                                 Exhibit Index



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

     3          Articles of Incorporation and Bylaws

    10          Material Contracts

    11          Statement re computation of per share earnings

    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

    24          Power of Attorney

    27          Financial Data Schedule

    99          Additional Exhibits:

    99.1        Form 11-K Annual Report of The Rouse Company
                Savings Plan for the year ended December 31, 1995

    99.2        Factors affecting future operating results