EXHIBIT 4.1



                             THE ROUSE COMPANY

             AMENDED AND RESTATED FIRST SUPPLEMENTAL INDENTURE

                     6.94% Notes due November 30, 2008

          THIS AMENDED AND RESTATED FIRST SUPPLEMENTAL INDENTURE, dated as
of December 23, 2003 (the "Amended and Restated First Supplemental
Indenture"), among THE ROUSE COMPANY, a Maryland corporation (the
"Company"), and J.P. MORGAN TRUST COMPANY, National Association (as
successor trustee to BANK ONE, National Association, formerly known as THE
FIRST NATIONAL BANK OF CHICAGO), a national banking association duly
organized under the laws of the United States, as trustee (herein, together
with its permitted successors in the trusts hereunder, called the
"Trustee") amends and restates the first Supplemental Indenture dated as of
August 15, 2001, among the Company and the Trustee.

                                WITNESSETH:

          WHEREAS, the Company and the Trustee have heretofore executed and
delivered an indenture, dated as of February 24, 1995, as first
supplemented by a supplemental indenture dated August 15, 2001 (the
"Indenture"), providing for the issuance from time to time of one or more
series of the Company's notes;

          WHEREAS, pursuant to the Indenture, the Company has heretofore
created a series of notes denominated 6.94% Notes due November 30, 2008
(the "Notes") and has issued to Teachers Insurance and Annuity Association
of America ("TIAA") $58,000,000 principal amount of Notes;

          WHEREAS, Section 902 of the Indenture provides that with the
consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of each Series affected by a supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee,
the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture supplemental to the Indenture for the purpose of
adding any provisions to or changing in any manner or eliminating any of
the provisions of the Indenture or of modifying in any manner the rights of
the Holders of Securities of such series under this Indenture;

          WHEREAS, the Company and TIAA have determined to amend and
restate the first supplemental indenture dated August 15, 2001, to make
certain changes to the definitions and certain other terms applicable to
the Notes;

          NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the Company and the Trustee hereby agree as
follows:



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                                ARTICLE ONE

         RELATION TO INDENTURE; DEFINITIONS; RULES OF CONSTRUCTION

          SECTION 1.1 Relation to Indenture. This Amended and Restated
First Supplemental Indenture constitutes an integral part of the Indenture.

          SECTION 1.2 Rules of Construction. For all purposes of this
Amended and Restated First Supplemental Indenture:

          (a) capitalized terms used herein without definition shall have
     the meanings specified in the Indenture;

          (b) all references herein to Articles and Sections, unless
     otherwise specified, refer to the corresponding Articles and Sections
     of this Amended and Restated First Supplemental Indenture; and

          (c) the terms "herein", "hereof", "hereunder" and other words of
     similar import refer to this Amended and Restated First Supplemental
     Indenture.

                                ARTICLE TWO

                         MODIFICATIONS TO COVENANTS

     SECTION 2.1 Modifications to Existing Covenants and Additional
Covenants.

          (a) The covenant set forth in Section 1008 of the Indenture shall
     be modified with respect to the Notes as follows:

             (i)   the Ratio Calculation shall be 1.7 to 1 (instead of 1.1
                   to 1);

             (ii)  the Ratio Calculation shall be based on Total FFO and
                   Total Interest Expense (instead of EBDT and Consolidated
                   Interest Expense, respectively); and

             (iii) the Ratio Calculation and other covenant-related
                   calculations with respect to the Notes shall be based
                   upon GAAP and the Company's segment accounting policies
                   as reflected in the Financial Statements as prepared and
                   provided in accordance with the Indenture.

          (b) All references in the Indenture to EBDT and Consolidated
     Interest Expense shall, with respect to the Notes, be deemed to mean
     (and be replaced by) Total FFO and Total Interest Expense,
     respectively.

          (c) The Ratio Calculation for the covenants set forth in Sections
     801 and 1009 of the Indenture shall, with respect to the Notes, be 1.7
     to 1 (instead of 1.1 to 1).

          (d) In addition to the modifications described above, the
     following additional covenants are, with respect to the Notes, added
     to Section 1008 of the Indenture:

             (i)   The Company will not, and will not permit any Subsidiary
                   (as to which the Company owns, directly or indirectly,
                   more than 50% of the voting stock therein) to, incur any
                   Debt if, immediately after giving effect to the
                   incurrence of such additional Debt, the aggregate
                   principal amount of outstanding Total Debt would be
                   greater than 65% of the sum of (i) the Gross Asset Value
                   as of the end of the fiscal quarter prior to the
                   incurrence of such additional Debt, plus (ii) any
                   increase in the Gross Asset Value resulting from any
                   acquisition completed after the end of such quarter,
                   including, without limitation, any pro forma increase
                   from the application of the proceeds of such additional
                   Debt, less (iii) any decrease in the Gross Asset Value
                   resulting from any disposition completed after the end
                   of such quarter.

             (ii)  The Company will not, and will not permit any Subsidiary
                   (as to which the Company owns, directly or indirectly,
                   more than 50% of the voting stock therein) to, incur any
                   Secured Debt if, immediately after giving effect to the
                   incurrence of such additional Secured Debt the aggregate
                   principal amount of all outstanding Secured Debt would
                   be greater than 55% until July 31, 2005, and 50%
                   thereafter, of the sum of (i) the Gross Asset Value as
                   of the end of the fiscal quarter prior to the incurrence
                   of such additional Secured Debt, plus (ii) any increase
                   in the Gross Asset Value resulting from any acquisition
                   completed after the end of such quarter, including,
                   without limitation, any pro forma increase from the
                   application of the proceeds of such additional Secured
                   Debt, less (iii) any decrease in the Gross Asset Value
                   resulting from any disposition completed after the end
                   of such quarter.

          (e) In addition to the modifications described above, the
     following sentence shall, with respect to the Notes, be added as the
     new final sentence of Section 802 of the Indenture:

               In addition to and notwithstanding the foregoing sentence, if
          the Company conveys or transfers the properties and assets of the
          Company substantially as an entirety in accordance with Section
          801 to The Rouse Company LP, the predecessor Person shall not be
          relieved of any obligations and covenants under the Indenture and
          the Securities of this series and shall continue as (and the
          successor person shall not succeed to or be substituted for) the
          Company under this Indenture, but instead both the predecessor
          Person and The Rouse Company LP shall be jointly and severally
          liable for the obligations under this Indenture and the
          Securities of this series.

          SECTION 2.2 Defeasance. The Indenture contains provisions, which
are applicable to the Notes, for defeasance at any time of (1) the entire
indebtedness of the Notes or (2) certain restrictive covenants and Events
of Default with respect to the Notes, in each case, upon compliance with
certain conditions set forth in the Indenture.

          In addition to the covenants specified in Section 1303 of the
Indenture, the defeasance provided under such Section shall be equally
applicable to the covenants added to Section 1008 of the Indenture pursuant
to paragraph (d) of Section 2.1 of this Amended and Restated First
Supplemental Indenture. To the extent the covenants added to Section 1008
of the Indenture pursuant to paragraph (d) of Section 2.1 of this Amended
and Restated Supplemental Indenture are defeased in accordance with the
Indenture, the failure of the Company to comply with such covenants shall
not be deemed to constitute or result in an Event of Default.

          SECTION 2.3 Events of Default.

          (a) With respect to the Notes, Clause (5) of Section 501 of the
     Indenture shall be replaced with the following:

          (5) a default under any bond, debenture, note,
          mortgage, indenture or instrument under which there may
          be issued or by which there may be secured or evidenced
          any indebtedness for money borrowed by the Company (or
          by any Subsidiary, the repayment of which the Company
          has guaranteed or for which the Company is directly
          responsible or liable as obligor or guarantor)
          (including a default with respect to Securities of any
          series other than that series) having an aggregate
          principal amount outstanding of at least $10,000,000,
          whether such indebtedness now exists or shall hereafter
          be created, which default shall have resulted from the
          failure to pay such indebtedness at its maturity or
          shall have resulted in such indebtedness being declared
          due and payable prior to the date on which it would
          otherwise have become due and payable, without such
          acceleration having been rescinded or annulled, within
          a period of 10 days after there shall have been given,
          by registered or certified mail, to the Company by the
          Trustee or to the Company and the Trustee by the
          Holders of at least 25% in principal amount of the
          Outstanding Securities of that series a written notice
          specifying such default and requiring the Company to
          cause such acceleration to be rescinded or annulled and
          stating that such notice is a "Notice of Default"
          hereunder; or

          SECTION 2.4 Modification of Certain Definitions. With respect to
the Notes, the definitions set forth in Section 101 of the Indenture shall
be modified as follows:

          "Assets Under Development" means land and improvements
     owned by a member of the Consolidated Group or an Investment
     Affiliate being developed for retail, office, mixed-use or
     other rental-income producing purposes which meet all four
     of the following criteria: (i) such project (or phase) has
     not yet been substantially completed; (ii) no rental income
     has yet been received; (iii) no certificate of occupancy has
     yet been issued for such project (or phase); and (iv) such
     project (or phase) is classified as construction in progress
     in accordance with GAAP.

          "Capital Stock" means shares, interests, participations
     or other equivalents (however designated) of capital stock
     of a corporation, equivalent ownership interests in a Person
     which is not a corporation, and warrants or options to
     purchase any of the foregoing.

          "Cash Equivalents" means (i) short-term obligations of,
     or fully guaranteed by, the United States of America, (ii)
     commercial paper rated A-1 or better by Standard & Poor's
     Rating Services (or any successor) or P-1 or better by
     Moody's Investors Service, Inc. (or any successor), or (iii)
     certificates of deposit issued by, and time deposits with,
     commercial banks (whether domestic or foreign) having
     capital and surplus in excess of $100,000,000.

          "Consolidated Group" means the Company and its
     Subsidiaries that are consolidated with the Company for
     financial reporting purposes under GAAP, and any other
     Person whose financial results are included using the
     proportionate share method under the Company's segment
     accounting policies in the Financial Statements.

          "Consolidated Group's Pro Rata Share" means, with
     respect to any Investment Affiliate, the percentage of the
     total ownership and financial interests held by the
     Consolidated Group, in the aggregate, in such Investment
     Affiliate as determined in accordance with the Company's
     segment accounting policies in the Financial Statements.

          "GAAP" means generally accepted accounting principles
     in the United States, consistent with the accounting
     principles utilized in preparing the Financial Statements in
     accordance with the Indenture.

          "Gross Asset Value" means, as of any determination
     date, the sum of the values of the following assets of the
     Consolidated Group, including the Consolidated Group's Pro
     Rata Share of the values of such assets of Investment
     Affiliates, based on the valuation methods set forth below:

     (a)  with respect to all Retail Properties, the Net
          Operating Income attributable thereto for the most
          recent period of four full fiscal quarters for which
          financial results have been reported, divided by
          0.0825;

     (b)  with respect to all office, mixed-use and other
          income-producing properties other than Retail
          Properties, the Net Operating Income attributable
          thereto for the most recent period of four full fiscal
          quarters for which financial results have been
          reported, divided by 0.09;

     (c)  with respect to the Summerlin, Nevada and Columbia,
          Maryland properties and any other properties relating
          to additional master-planned communities developed or
          acquired after November 21, 2003, 100% of the most
          recent current value thereof (without deduction for the
          value of the interests of the Hughes heirs therein
          under the Hughes Agreement) as set forth in appraisals
          prepared by Landauer Associates, Inc. (or another
          nationally recognized appraisal firm selected by the
          Company), provided that the Company will obtain updated
          appraisals thereof at least once during each fiscal
          year and also when, during any four consecutive full
          fiscal quarters, any such properties having an
          aggregate value in excess of 5% of Gross Asset Value as
          of the end of the last full fiscal quarter are sold or
          transferred;

     (d)  100% of the GAAP book value of all other land, all
          Assets Under Development and other non-income-producing
          properties (less the portion of such value attributable
          to minority interest holders);

     (e)  100% of the GAAP book value of cash and Cash
          Equivalents held by the Consolidated Group; and

     (f)  100% of the GAAP book value of current accounts
          receivable, net held by the Consolidated Group.

     Notwithstanding the preceding sentence, the contribution to
     the Gross Asset Value of those assets acquired in any
     acquisition will be calculated prior to the date ending on
     or after four full fiscal quarters subsequent to any such
     acquisition using the actual acquisition cost of such assets
     excluding actual transaction costs (without regard to any
     adjustments which may be made in determining book value
     under GAAP).

          "Hughes Agreement" means the Contingent Stock
     Agreement, effective as of January 1, 1996, by the Company
     in favor of and for the benefit of the holders and the
     representatives named therein, as the same may be amended.

          "Investment Affiliate" means any Person in which any
     member of the Consolidated Group, directly or indirectly,
     has an ownership interest, whose financial results are not
     included using the proportionate share method under the
     Company's segment accounting policies with the financial
     results of the Consolidated Group in the Financial
     Statements.

          "Lien" means any mortgage, pledge, security interest,
     encumbrance, lien or charge of any kind (including, without
     limitation, any conditional sale or other title retention
     agreement or lease in the nature thereof, any filing or
     agreement to file a financing statement as debtor under the
     Uniform Commercial Code on any property leased to any Person
     under a lease which is not in the nature of a conditional
     sale or title retention agreement, or any subordination
     agreement in favor of another Person).

          "Net Operating Income" means, with respect to any
     Property, for any period, earnings from rental operations
     (computed in accordance with GAAP, but without deduction for
     reserves) attributable to such Property, plus depreciation,
     amortization, interest expense and deferred taxes with
     respect to such Property for such period, and, if such
     period is less than four full fiscal quarters, adjusted by
     straight lining ordinary operating expenses which are
     payable less frequently than once during every such period
     (e.g., real estate taxes and insurance). The amounts
     determined under the preceding sentence will be adjusted by
     adding back (i) the interests of the former Hughes owners
     pursuant to the Hughes Agreement that were excluded in
     determining such amounts and (ii) dividends or other
     distributions accrued with respect to such period on any
     preferred stock or other preferred security issued by the
     Company to the extent that such dividends or other
     distributions are treated as an operating expense under
     GAAP. "Net Operating Income" will be adjusted to include a
     pro forma amount thereof (as determined in good faith by the
     Company) for four full fiscal quarters for any Property
     placed in service during any quarter and to exclude any Net
     Operating Income for the prior four full fiscal quarters
     from any Property not owned as of the end of any quarter.

          "Person" means any individual, corporation, limited
     liability company, partnership, joint venture, trust,
     unincorporated organization or government or any agency or
     political subdivision thereof.

          "Property" means each parcel of real property owned or
     operated by any member of the Consolidated Group or any
     Investment Affiliate.

          "Retail Property" means a shopping center or other
     retail development containing more than one retail tenant in
     which at least 90% of the Net Operating Income from such
     center or development is attributable to retail uses.

          "Secured Debt" means, as of any determination date, the
     sum of:

             (i)   the aggregate principal amount of all Debt of
                   the Consolidated Group then outstanding
                   (including only the Company's proportionate
                   interest in the Debt of any Person whose
                   financial results are included using the
                   proportionate share method under the Company's
                   segment accounting policies in the Financial
                   Statements) which is secured by a Lien on any
                   asset (including any Capital Stock) of any
                   member of the Consolidated Group, including,
                   without limitation, loans secured by
                   mortgages, stock, or partnership interests,
                   plus

             (ii)  the Consolidated Group's Pro Rata Share of any
                   Debt of an Investment Affiliate then
                   outstanding which is secured by a Lien on any
                   asset (including any Capital Stock) of such
                   Investment Affiliate, without duplication of
                   any such items.

     For purposes of the preceding sentence, "Debt" will (a)
     include, with respect to any Person, any loans where such
     Person is liable as a general partner or co-venturer less,
     in each case, the proportionate share of any other general
     or limited partners or co-venturers and (b) exclude any Debt
     due from any member of the Consolidated Group or any
     Investment Affiliate solely to one or more members of the
     Consolidated Group.

          "Subsidiary" means a Person more than 50% of the (1)
     outstanding voting stock or interest in which and/or (2)
     financial interest in which, is owned, directly or
     indirectly, by the Company or by one or more other
     Subsidiaries, or by the Company and one or more other
     Subsidiaries. For purposes of this definition, "voting
     stock" means stock or other interest which ordinarily has
     voting power for the election of directors or equivalent
     persons, whether at all times or only so long as no senior
     class of stock or other interest has such voting power by
     reason of any contingency.

          "Total Debt" means, as of any determination date,

             (i)   all Debt of the Consolidated Group then
                   outstanding (including only the Company's
                   proportionate interest in the Debt of any
                   Person whose financial results are included
                   using the proportionate share method under the
                   Company's segment accounting policies in the
                   Financial Statements), plus

             (ii)  the Consolidated Group's Pro Rata Share of all
                   Debt of Investment Affiliates then
                   outstanding, without duplication of any such
                   items.

     For purposes of the preceding sentence, "Debt" will (a)
     include, with respect to any Person, any loans where such
     Person is liable as a general partner or co-venturer less,
     in each case, the proportionate share of any other general
     or limited partners or co-venturers and (b) exclude any Debt
     due from any member of the Consolidated Group or any
     Investment Affiliate solely to one or more members of the
     Consolidated Group.

          "Total FFO" means, for any period, net earnings, as
     reported by the Consolidated Group in accordance with GAAP,
     excluding cumulative effects of changes in accounting
     principles, extraordinary or unusual items, gains or losses
     from debt restructurings and sales of properties, and
     deferred income taxes, plus depreciation and amortization
     and after adjustments for minority interests, and treating
     unconsolidated partnerships and joint ventures on the same
     basis, plus (i) distributions accrued with respect to such
     period on the 9-1/4% Cumulative Quarterly Income Preferred
     Securities (QUIPS) of Rouse Capital (Delaware statutory
     business trust), plus (ii) payments made and other amounts
     treated as an expense of the Company under GAAP with respect
     to such period pursuant to the Hughes Agreement (provided
     that no item of income or expense shall be included more
     than once in such calculation even if it falls within more
     than one of the above categories).

          "Total Interest Expense" means, for any period, the sum
     of (1) all interest expense of the Consolidated Group (less
     the proportionate share of interest expense of any minority
     interest holders), plus (2) the allocable portion (based on
     liability) of any interest expense on any obligation for
     which any member of the Consolidated Group is wholly or
     partially liable under repayment, interest carry or
     performance guarantees or other relevant liabilities, plus
     (3) the Consolidated Group's Pro Rata Share of any interest
     expense on any Debt of any Investment Affiliate, whether
     recourse or non-recourse (provided that no expense shall be
     included more than once in such calculation even if it falls
     within more than one of the foregoing categories, and
     provided, further, that no interest expense on Debt due from
     one member of the Consolidated Group solely to another
     member of the Consolidated Group shall be included in
     determining Total Interest Expense). For purposes of the
     preceding sentence, interest expense will be determined in
     accordance with GAAP and will exclude any amortization of
     debt issuance costs.

                               ARTICLE THREE

                       ISSUANCE AS GLOBAL SECURITIES

          The 6.94% Notes may be issued in whole or in part in the form of
one or more Global Securities payable to CEDE & Co. that will be deposited
with, or on behalf of, The Depository Trust Company, New York, New York, or
any other depositary or nominee thereof.



                                ARTICLE FOUR

                          MISCELLANEOUS PROVISIONS

          SECTION 4.1 Ratification. The Indenture, as supplemented and
amended by this Amended and Restated First Supplemental Indenture, is in
all respects hereby adopted, ratified and confirmed.

          SECTION 4.2 Counterparts. This Amended and Restated First
Supplemental Indenture may be executed in any number of counterparts, each
of which when so executed shall be deemed an original, but all such
counterparts shall together constitute but one and the same instrument.

          SECTION 4.3 GOVERNING LAW. THIS AMENDED AND RESTATED FIRST
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS.

          SECTION 4.4 Effective Date. The effective date of this Amended
and Restated First Supplemental Indenture shall be December 23, 2003.


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          IN WITNESS WHEREOF, we have set our hands (or executed this
Amended and Restated Supplemental Indenture as a deed, in the case of the
Company) as of the date first written above.

                                            Executed as a deed by,

                                            THE ROUSE COMPANY,
                                            as Company

                                            By:   /s/ Patricia H. Dayton
                                               -------------------------------
                                               Name:  Patricia H. Dayton
                                               Title: Senior Vice President


                                            J.P. MORGAN TRUST
                                            COMPANY, NATIONAL ASSOCIATION
                                            as Trustee

                                            By:   /s/ Melissa Wilman
                                               -------------------------------
                                               Name:  Melissa Wilman
                                               Title: Vice President