Exhibit 10.1D

FOURTH AMENDMENT TO  LIMITED PARTNERSHIP AGREEMENT  OF  THE MILLS LIMITED PARTNERSHIP

THIS FOURTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP (this "Amendment"), dated as of December 17, 2002, is entered into
by The Mills Corporation, a Delaware corporation, as general partner (the "General Partner") of The Mills Limited Partnership (the "Partnership"), for itself and on behalf of the limited partners of
the Partnership.

WHEREAS,
Section 4.2(A) of the Limited Partnership Agreement of the Partnership (as heretofore amended, the "Partnership Agreement") authorizes the General Partner to cause the
Partnership to issue additional Partnership Units (as defined in the Partnership Agreement) in one or more classes or series, with such designations, preferences and relative, participating, optional
or other special rights, powers and duties, all as determined by the General Partner in its sole and absolute discretion;

WHEREAS,
Section 4.2(A) of the Limited Partnership Agreement provides that no additional Partnership Units may be issued to the General Partner unless they are issued in
connection with an issuance of capital stock of the General Partner having economic rights that are substantially similar to the economic rights of such Partnership Units and the General Partner
contributes the proceeds of such capital stock to the Partnership;

WHEREAS,
the General Partner has entered into an Underwriting Agreement, dated as of December 12, 2002, pursuant to which the General Partner has agreed to issue shares of a newly
created series of capital stock, designated 9% Series C Cumulative Redeemable Preferred Stock (the "Series C Preferred Stock");

WHEREAS,
pursuant to the authority granted to the General Partner pursuant to Section 11.1(A) of the Partnership Agreement, the General Partner desires to amend the Partnership
Agreement (i) to
establish a new class of Preferred Units, to be entitled Series C Cumulative Redeemable Preferred Partnership Units (the "Series C Preferred Partnership Units"), and to set forth the
designations, rights, powers, preferences and duties of such Series C Preferred Partnership Units, which are substantially similar to those of the Series C Preferred Stock, and
(ii) to make certain other changes to the Partnership Agreement.

NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner hereby
amends the Partnership Agreement, as follows:



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[SIGNATURES
APPEAR ON FOLLOWING PAGE]

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IN
WITNESS WHEREOF, the undersigned has executed this Fourth Amendment as of the date first set forth above.

| |  |                                                                                                                       |                        
| |  | --------------------------------------------------------------------------------------------------------------------- | -----------------------
| |  |                                                                                                                       |                        
| |  | THE MILLS CORPORATION,
as General Partner of
The Mills Limited Partnership
and on behalf of existing Limited Partners
| |  |                                                                                                                       |                        
| |  |                                                                                                                       |                        
| |  | By:                                                                                                                   | /s/KENNETH R. PARENT   
| |  | Name:                                                                                                                 | Kenneth R. Parent      
| |  | Title:                                                                                                                | Chief Operating Officer

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