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                                                              EXHIBIT 10.60

                      ASSIGNMENT OF PARTNERSHIP INTEREST

      ASSIGNMENT OF PARTNERSHIP INTEREST (this "Assignment") dated as of the
28th day of October, 1996 from THE MILLS LIMITED PARTNERSHIP, a Delaware limited
partnership (together with its successors and assigns, "Assignor") to CS FIRST
BOSTON MORTGAGE CAPITAL CORP. (together with its successors and assigns,
"Assignee").

            1. Assignment. Assignor hereby assigns, transfers and conveys to
Assignee all right, title and interest in and to the 98.0202% limited
partnership interest (the "Units") in Sunrise Mills (MLP) Limited Partnership
(the "Partnership"), a District of Columbia limited partnership established
pursuant to that certain Agreement of Limited Partnership dated as of October
21, 1986 as amended (the "Partnership Agreement"), standing in the name of
Assignor on the books of the Partnership and all rights, claims, suits, causes
of action (whether known or unknown) of Assignor in any way based upon, arising
out of or related to the Units, the Partnership and/or the Partnership Agreement
(including, without limitation, the right to receive all distributions in
respect of such Units whether in respect of the period prior to or after the
date hereof) (collectively, together with the Units, the "Assigned Rights").

            2. Power of Attorney. Assignor hereby irrevocably constitutes and
appoints Assignee as its true and lawful attorney-in-fact (with full power of
substitution) with respect to all matters relating to the Assigned Rights (and
any portion thereof) and authorizes Assignee, in Assignor's name, place and
stead, to do all things necessary or desirable in connection with the Assigned
Rights (and any portion thereof) (including, without limitation, to act, vote,
elect and to demand, sue for, compromise and recover all sums of money and other
property which now are, or may hereafter become due and payable for, or on
account of the Assigned Rights (or any portion thereof)) and hereby grants
Assignee full authority and an irrevocable proxy to, in Assignor's name, place
and stead, execute, acknowledge, deliver, endorse, swear to, file and record
agreements, certificates, documents and instruments in connection with same.
Assignor hereby agrees that (i) the irrevocable power of attorney and proxy
granted herein is coupled with an interest and (ii) notwithstanding anything to
the contrary contained herein, the powers granted to Assignee herein are
discretionary in nature and exercisable at the sole option of Assignee and that
the Assignee shall have no obligation whatsoever to prove, demand or take any
action with respect to the Assigned Rights (or any portion thereof).

            3. Subsequent Payments, Notices and Distributions. Assignor hereby
agrees that in the event it shall receive any payment or other distribution in
respect of, or any notice, consent, proxy or other document relating to, the
Assigned Rights it shall hold same in trust on behalf of Assignee, such payment,
notice or other distribution shall be the property of Assignee not subject to
any set-off, claim or recoupment and shall not be within the estate of, or
constitute property of, Assignor (as each of such terms are used in connection
with the Bankruptcy Code or otherwise) and Assignor shall deliver same to
Assignee as promptly as possible (but in no event later than 2 business days)
following receipt thereof by Assignor. Assignor hereby directs the Partnership
to send and deliver all such notices, proxies, consents, payments and
distributions directly to Assignee.

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            4. GOVERNING LAW. THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH PARTY HEREBY IRREVOCABLY
CONSENTS TO THE JURISDICTION OF THE UNITED STATES COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK AND THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE
STATE AND CITY OF NEW YORK IN ANY ACTION ARISING FROM OR RELATED TO THIS
ASSIGNMENT OF ANY OTHER ASSIGNMENT OR DOCUMENT DELIVERED IN CONNECTION WITH THIS
ASSIGNMENT, AND ALSO HEREBY IRREVOCABLY WAIVES ANY DEFENSE OF IMPROPER VENUE,
FORUM NON CONVENIENS OR LACK OF PERSONAL JURISDICTION TO ANY SUCH ACTION BROUGHT
IN THOSE COURTS. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, TO BE SENT TO ITS
ADDRESS LISTED BELOW ITS SIGNATURE HEREUNDER.

            5. Severability. If any provision of this Assignment shall be held
invalid by a court of competent jurisdiction, the remainder of this Assignment
shall not be affected thereby and shall remain in full force and effect.

            6. Headings. The headings contained in this Assignment are for the
purpose of reference and shall not be used to interpret or to modify the
provisions of this Assignment.

            IN WITNESS WHEREOF, the parties hereto have this Assignment on the
day and year first above written.


                                   THE MILLS LIMITED
                                     PARTNERSHIP (as Assignor)

                                   By: THE MILLS CORPORATION,
                                        its General Partner


                                   By: ____________________________
                                       Name: Thomas E. Frost
                                       Title: Senior Vice President


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                           GENERAL PARTNER'S CONSENT

      The undersigned General Partner of Sawgrass Mills Phase II Limited 
Partnership (the "Partnership") hereby consents to and accepts the foregoing 
Assignment of Partnership Interest between The Mills Limited Partnership and 
CS First Boston Mortgage Capital Corp. (the "Assignment") and further 
admits CS First Boston Mortgage Capital Corp. or its designee as a 
substituted Limited Partner of the Partnership, subject to all the terms and 
conditions of the Partnership Agreement (as defined in the Assignment) as now 
in effect or hereafter amended, for and on behalf of the Partnership, 
pursuant to the provisions of the Partnership Agreement, as of this ___ day 
of _________, 199_.


                                   SAWGRASS MILLS PHASE II LIMITED        
                                         PARTNERSHIP                      
                                                                          
                                                                          
                                   By:  SAWGRASS MILLS PHASE II, LLC,     
                                         its General Partner              
                                                                          
                                                                          
                                   By:  THE MILLS LIMITED PARTNERSHIP,    
                                          its Manager                     
                                                                          
                                                                          
                                   By:  THE MILLS CORPORATION,            
                                         its General Partner              
                                                                          
                                                                          
                                   By:________________________________    
                                          Name:  Thomas E. Frost          
                                          Title:  Senior Vice President   
                                   

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