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)

|                                                                                                                                                                                                                            |                                                                                          | Year ended December 31,                                        |                                                                               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | -------------------------------------------------------------- | ------------------------------------------------------------------------------
|
|Earnings (loss) before income taxes, equity in earnings of unconsolidated real estate ventures, net gains (losses) on operating properties, discontinued operations and cumulative effect of change in accounting
principle |                                                                                          | $                                                              | 102,722                                                                       
|Equity in earnings of unconsolidated real estate ventures                                                                                                                                                                   |                                                                                          |                                                                | 33,259                                                                        
|Net gains (losses) on operating properties                                                                                                                                                                                  |                                                                                          |                                                                | 6,823                                                                         
|Fixed charges:                                                                                                                                                                                                              |                                                                                          |                                                                |                                                                               
|                                                                                                                                                                                                                            | Interest costs                                                                           |                                                                |                                                                               
|                                                                                                                                                                                                                            | Distributions on preferred securities                                                    |                                                                |                                                                               
|                                                                                                                                                                                                                            | Portion of rental expense representative of interest factor (1)                          |                                                                |                                                                               
|Adjustments to earnings:                                                                                                                                                                                                    |                                                                                          |                                                                |                                                                               
|                                                                                                                                                                                                                            | Minority interest in earnings of majority-owned subsidiaries having fixed charges        |                                                                |                                                                               
|                                                                                                                                                                                                                            | Decrease (increase) in undistributed earnings of unconsolidated real estate ventures (2) |                                                                |                                                                               
|                                                                                                                                                                                                                            | Capitalized interest                                                                     |                                                                |                                                                               
|                                                                                                                                                                                                                            | Previously capitalized interest amortized into earnings:                                 |                                                                |                                                                               
|                                                                                                                                                                                                                            |                                                                                          | Depreciation of operating properties and other investments (3) |                                                                               
|                                                                                                                                                                                                                            |                                                                                          | Cost of land sales (4)                                         |                                                                               
|                                                                                                                                                                                                                            |                                                                                          |                                                                |                                                                               
|                                                                                                                                                                                                                            |                                                                                          |                                                                | Earnings available for fixed charges and Preferred stock dividend requirements
|                                                                                                                                                                                                                            |                                                                                          |                                                                |                                                                               
|Combined fixed charges and Preferred stock dividend requirements:                                                                                                                                                           |                                                                                          |                                                                |                                                                               
|                                                                                                                                                                                                                            | Interest costs                                                                           |                                                                | $                                                                             
|                                                                                                                                                                                                                            | Distributions on preferred securities                                                    |                                                                |                                                                               
|                                                                                                                                                                                                                            | Portion of rental expense representative of interest factor (1)                          |                                                                |                                                                               
|                                                                                                                                                                                                                            | Preferred stock dividend requirements                                                    |                                                                |                                                                               
|                                                                                                                                                                                                                            |                                                                                          |                                                                |                                                                               
|                                                                                                                                                                                                                            |                                                                                          |                                                                | Total combined fixed charges and Preferred stock dividend requirements        
|                                                                                                                                                                                                                            |                                                                                          |                                                                |                                                                               
|Ratio of earnings to combined fixed charges and Preferred stock dividend requirements (5)                                                                                                                                   |                                                                                          |                                                                | 1.35                                                                          
|                                                                                                                                                                                                                            |                                                                                          |                                                                |                                                                               

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