EXHIBIT 4.3


     Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the
Company or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

     Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this Security may not be transferred except as
a whole by the Depositary to the nominee of the Depositary or by a nominee
of the Depositary to the Depositary or another nominee of the Depositary or
by the Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary.


                             THE ROUSE COMPANY

                     6.94% NOTES DUE NOVEMBER 30, 2008

No.  2                                                        $ 58,000,000

                                                           CUSIP No. 779273AD3

     THE ROUSE COMPANY, a corporation duly organized and existing under the
laws of the State of Maryland (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of Fifty-Eight Million United States Dollars
(U.S. $58,000,000) on November 30, 2008 and to pay interest thereon from
November 30, 1998 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually on May 31 and
November 30 of each year, commencing May 31, 1999, at the rate of 6.94% per
annum, until the principal hereof is paid or made available for payment.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture (as defined
on the reverse side), be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be May 15 or
November 15 (whether or not a Business Day) next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.

     Payment of the principal of (and premium, if any) and any interest on
this Security will be made at the Corporate Trust Office of the Trustee, in
such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made
by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.

     Reference is made to the further provisions of this Security set forth
on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be
signed manually or by facsimile by its duly authorized officers and its
corporate seal to be affixed or imported thereon.

Dated:  December 23, 2003

                                       THE ROUSE COMPANY


                                       By:
                                          ------------------------------------
                                          Name:  Patricia H. Dayton
                                          Title: Senior Vice President
                                                 and Treasurer

Attest:



-----------------------------
Name:   Jeffrey C. Palkovitz
Title:  Assistant Secretary



<PAGE>


             TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

Dated:  December 23, 2003
                                       J.P. MORGAN TRUST COMPANY, NATIONAL
                                       ASSOCIATION (as successor in interest
                                       to Bank One, National Association,
                                       formerly known as The First National
                                       Bank of Chicago), as Trustee



                                       By:
                                          --------------------------------
                                          Name:
                                          Title:



<PAGE>


                       Reverse of Security

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of February 24, 1995, as amended
by the Amended and Restated First Supplemental Indenture, dated as of
December 23, 2003 (herein called the "Indenture"), between the Company and
J.P. Morgan Trust Company, National Association (as successor in interest
to Bank One, National Association, formerly known as The First National
Bank of Chicago), as trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is made for a statement of
the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities
and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated
on the face hereof, limited in aggregate principal amount to $58,000,000.

     The Securities of this series may be redeemed at any time, in whole or
in part, in increments of $1,000,000. Such redemption shall be at a
Redemption Price equal to the sum of: (i) 100% of the outstanding principal
amount of each Security to be redeemed, (ii) the accrued but unpaid
interest thereon from the most recent Interest Payment Date to (but
excluding) the Redemption Date (computed on the basis of a 360 day year
composed of twelve 30-day months), and (iii) the Make-Whole Premium. The
Make-Whole Premium shall be calculated in the manner specified in Section
203 of the Indenture, but with the discount rate equal to one-half
multiplied by the Treasury Yield plus 50 basis points. Notice of redemption
shall be mailed to the registered holders of the Securities of this series
designated for redemption at their addresses as the same shall appear on
the register for Securities of this series not less than 30 days nor more
than 60 days prior to the date or redemption, subject to all the conditions
and provisions of the Indenture.

     In the event of redemption of Securities of this series in part only,
new Securities of this series for the amount of the unredeemed portion
hereof shall be issued in the name of the Holder thereof upon the
presentation and cancellation thereof.

     The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon
compliance with certain conditions set forth in the Indenture.

     If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may
be declared due and payable in the manner and with the effect provided in
the Indenture, provided, however, that the amount due to any Holder of
Securities of this series shall be calculated in the same manner as the
Redemption Price specified in second preceding paragraph.

     The Indenture permits, with certain exceptions, the amendment thereof
and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent
of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected.

     The Indenture also contains provisions permitting the Holders of a
majority in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.

     As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Securities of this series, the Holders
of not less than 25% in principal amount of the Securities of this series
at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities
of this series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

     No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the security registrar duly executed
by, the Holder hereof or its attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder
surrendering the same.

     No service charge shall be made to a Holder for any such registration
of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.

     Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected
by notice to the contrary.

     All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.