The Rouse Company Announces Redemption of Series B Convertible Preferred Stock.

Business Editors

COLUMBIA, Md.--(BUSINESS WIRE)--Jan. 7, 2004

Officials at The Rouse Company (NYSE:RSE) today announced that it has called for redemption of all of its outstanding Series B Convertible Preferred Stock. Upon redemption, the shares will be converted into common

stock of The Rouse Company. The Rouse Company has set February 10, 2004 as the redemption date on which all outstanding shares of Series B Convertible Preferred Stock will be redeemed. Each holder of Series B Convertible Preferred Stock will receive a number of shares of The Rouse Company's common stock equal to the liquidation preference of the shares of Series B Convertible Stock being redeemed ($50.00 per share) divided by the conversion price per share ($38.125). Accordingly, holders of the Series B Convertible Preferred Stock will receive 1.31147541 shares of The Rouse Company's common stock for each outstanding share of preferred stock. Fractional shares will not be issued. Fractional share amounts will be redeemed for a cash-in-lieu of shares payment (computed to the nearest cent) based on the closing price of the common stock on the day prior to the redemption date.

The Rouse Company has paid the regular quarterly dividend of $0.75 per share of preferred stock on January 2, 2004 to holders of Series B Convertible Preferred Stock of record on December 16, 2003. Thereafter, no payment or allowance for unpaid dividends will be made on the shares of Series B Convertible Preferred Stock called for redemption or on the shares of The Rouse Company's common stock issued upon the redemption.

The notice of redemption will be mailed to record holders of Series B Convertible Preferred Stock on or about January 12, 2004. The redemption agent will be The Bank of New York.

Headquartered in Columbia, Md., The Rouse Company was founded in 1939 and became a public company in 1956. A premier real estate development and management company, The Rouse Company, through its numerous affiliates, operates more than 150 properties encompassing retail, office, research and development and industrial space in 22 states. The Company is also the developer of the planned communities of Columbia, Md., and Summerlin, along the western edge of Las Vegas, Nev., and a new project in Houston, Tex. The Company is also an investor in The Woodlands, a planned community in Houston, Tex.

This release includes forward-looking statements, which reflect the Company's current view with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from historical or anticipated results. The words "believe," "expect," "anticipate" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The Rouse Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a discussion of certain factors that could cause actual results to differ materially from historical or anticipated results, including real estate investment risks, development risks and changes in the economic climate, see Exhibit 99.1 of The Rouse Company's Form 10-Q for the quarter ended September 30, 2003.