<PAGE>
 
                                                                    Exhibit 12.2
                       The Rouse Company and Subsidiaries

           Computation of Ratio of Earnings to Combined Fixed Charges
                   and Preferred Stock Dividend Requirements
                             (dollars in thousands)
<TABLE>
<CAPTION>
                                                                                        Year ended December 31,  
                                                                      ------------------------------------------------------------
                                                                        1996       1995          1994          1993        1992
                                                                      --------    --------     --------      --------    ---------
<S>                                                                   <C>         <C>          <C>           <C>         <C>
Earnings (loss) before income taxes, extraordinary loss 
 and cumulative effect of change in  accounting principle             $ 43,605    $ 10,169     $ 13,336      $  3,072    $ (20,783)

Fixed charges:
 Interest costs                                                        230,960     219,838      220,971       219,705      221,907  
 Capitalized interest                                                  (10,579)     (6,875)      (7,388)       (8,899)     (15,098)
 Amortization of debt issuance costs                                     2,066       2,527        2,146         2,801        3,571  
 Distributions on Company-obligated  mandatorily redeemable                                                          
  preferred securities of a trust holding solely Parent Company                                                     
  subordinated debt securities                                          12,719       1,204           --            --           --
Portion of rental expense representative of interest                                          
 factor (1)                                                              8,487       8,266       10,788        15,988       14,739  
Support for debt service costs provided to affiliates 
 accounted for under the equity method                                     --          --           --            31          389

Adjustments to earnings  (loss): 
  Minority interest in earnings of majority-owned subsidiaries
  having fixed charges                                                   1,164       2,026        2,234         1,909       1,747
 Undistributed earnings of less than 50%-owned 
  subsidiaries                                                             (88)       (189)        (564)          (68)        (84)
 Previously capitalized interest amortized into earnings: 
  Depreciation of operating properties (2)                               3,866       3,764        3,670         3,605       3,474
  Cost of land sales (3)                                                 1,778       1,421        1,580         1,627       1,295
                                                                      --------    --------     --------      --------    --------   

   Earnings available for fixed charges and 
     Preferred stock dividend requirements                            $293,978    $242,151     $246,773      $239,771    $211,157  
                                                                      ========    ========     ========      ========    ======== 
 
Combined fixed charges and Preferred stock dividend 
 requirements: 
 Interest costs                                                       $230,960    $219,838     $220,971      $219,705    $221,907
 Amortization of debt issuance costs                                     2,066       2,527        2,146         2,801       3,571 
 Distributions on Company-obligated mandatorily redeemable 
  preferred securities of a trust holding solely Parent Company 
  subordinated debt securities                                          12,719       1,204           --            --          --  
 Portion of rental expense representative of 
   interest factor(1)                                                    8,487       8,266       10,788        15,988      14,739
 Support for debt service costs provided to 
  affiliates accounted for under the  equity method                         --          --           --            31         389 
 Preferred stock dividend requirements                                  17,555      24,402       21,802        18,968          -- 
                                                                      --------    --------     --------      --------    --------   
   Total combined fixed charges and Preferred
    stock dividend requirements                                       $271,787    $256,237     $255,707      $257,493    $240,606 
                                                                      ========    ========     ========      ========    ========

Ratio of earnings to combined fixed charges and Preferred stock 
 dividend requirements (5)                                                1.08          --           --            --          --
                                                                      ========    ========     ========      ========    ======== 
</TABLE>
(1)  Includes (a) 80% of minimum rentals, the portion of such rentals considered
     to be a reasonable estimate of the interest factor and (b) 100% of
     contingent rentals of $3,844,000, $3,644,000, $6,232,000, $10,006,000 and
     $8,106,000 for the years ended December 31, 1996, 1995, 1994, 1993 and
     1992, respectively.
(2)  Represents an estimate of depreciation of capitalized interest costs based
     on the Company's established depreciation policy and an analysis of
     interest costs capitalized since 1971.
(3)  Represents 10% of cost of Columbia land sales, the portion of such cost
     considered to be a reasonable estimate of the interest factor.
(4)  Represents estimated pre-tax earnings required to cover Preferred stock
     dividend requirements.  All amounts are calculated based on actual
     Preferred stock dividends and an estimated effective tax rate of 40%.
(5)  Total combined fixed charges and Preferred stock dividend requirements
     exceeded the Company's earnings available for combined fixed charges and
     Preferred stock dividend requirements by $14,086,000, $8,934,000,
     $17,722,000 and $29,449,000 for the years ended December 31, 1995, 1994,
     1993 and 1992, respectively.