<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
THE ROUSE COMPANY
_______________________________________________________
(Name of Issuer)
Common Stock
_______________________________________________________
(Title of Class of Securities)
779273101
_______________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this
statement . (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 6 Pages
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CUSIP No. 779273101 13G Page 2 of 3 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
T. ROWE PRICE ASSOCIATES, INC.
_________________________________________
52-0556948
_________________________________________
2 Check the Appropriate Box if a Member of a Group*
(a)
NOT APPLICABLE
_________________________________________ (b)
3 SEC Use Only
_________________________________________
4 Citizenship or Place of Organization
MARYLAND
_________________________________________
5 Sole Voting Power
**
Number of 87,927
_____________________________________________
Shares 6 Shared Voting Power
Beneficially -0-
_____________________________________________
Owned By Each 7 Sole Dispositive Power
Reporting Person 2,367,721
_____________________________________________
With 8 Shared Dispositive Power
-0-
_____________________________________________
9 Aggregate Amount Beneficially Owned by Each Reporting
Person
** 2,367,721
_________________________________________
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10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*
NOT APPLICABLE
_________________________________________
11 Percent of Class Represented by Amount in Row 9
5.0%
** _________________________________________
12 Type of Reporting Person*
IA
_________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
**The aggregate amount reported on this page is also included in
the aggregate amount reported by T. Rowe Price Associates, Inc.
on page 2 of this Schedule 13G.
SCHEDULE 13G
PAGE 3 of 6
Item 1(a) Name of Issuer:
Reference is made to page 1 of this Schedule 13G
Item 1(b) Address of Issuer's Principal Executive Offices:
10275 Little Patuxent Parkway, Columbia, Maryland
21044
_________________________________________
Item 2(a) Name of Person(s) Filing:
T. Rowe Price Associates, Inc. ("Price
Associates")
(1) ______________________________________________
(2) ______________________________________________
Attached as Exhibit A is a copy of an agreement
between the Persons Filing (as specified
hereinabove) that this Schedule 13G is being filed
on behalf of each of them.
Item 2(b) Address of Principal Business Office:
100 E. Pratt Street, Baltimore, Maryland 21202
_____________________________________________
Item 2(c) Citizenship or Place of Organization:
Maryland
(1) ______________________________________________
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(2) ______________________________________________
Item 2(d) Title of Class of Securities:
Reference is made to page 1 of this Schedule 13G
__________________________________________________
________
Item 2(e) CUSIP Number:
779273101
Item 3 The person filing this Schedule 13G is an:
X Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940.
Investment Company registered under Section 8 of
the Investment Company Act of 1940.
CUSIP 779273101
PAGE 4 OF 6
Item 4 Ownership Deemed
Outstanding
And
Beneficially
Units Owned Directly
Deemed Subject to
Beneficially Warrants &
Owned Conversion
Directly Privileges Total
____________ _______________________
(1) WITH RESPECT TO
PRICE ASSOCIATES
(includes shares reported
in (2) below):
(a) Amount Beneficially
Owned . . . . . . . . 2,140,650 227,071
2,367,721
___________ ______________
_________
(b) Percent of Class . . . . . . . . . . . . . . . . . .
. . 5.0%
_________
(c) Number of units as
to which such
person has:
(i) *sole power to
vote or to direct
the vote . . . . 49,500 36,427 87,927
____________ _____________ _________
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(ii) *shared power to
vote or to direct
the vote. . . . . -0- -0- -0-
____________ _____________ _________
(iii) *sole power to
dispose or to
direct the disposition
of. . . . . . . .2,140,650 227,071 2,367,721
_____________ _____________ _________
(iv) *shared power to
dispose or to
direct the disposition
of . . . . . . . . -0- -0- -0-
______________ ____________ __________
SCHEDULE 13G
PAGE 5 of 6
Item 5 Ownership of Five Percent or Less of a Class.
X Not Applicable.
This statement is being filed to report the fact
that, as of the date of this report, the reporting
person(s) has (have) ceased to be the beneficial
owner of more than five percent of the class of
securities.
Item 6 Ownership of More than Five Percent on Behalf of
Another Person
(1) Price Associates does not serve as custodian of the
assets of any of its clients; accordingly, in each
instance only the client or the client's custodian
or trustee bank has the right to receive dividends
paid with respect to, and proceeds from the sale of,
such securities.
The ultimate power to direct the receipt of
dividends paid with respect to, and the proceeds
from the sale of, such securities, is vested in the
individual and institutional clients which Price
Associates serves as investment adviser. Any and
all discretionary authority which has been delegated
to Price Associates may be revoked in whole or in
part at any time.
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Except as may be indicated if this is a joint filing
with one of the registered investment companies
sponsored by Price Associates which it also serves
as investment adviser ("T. Rowe Price Funds"), not
more than 5% of the class of such securities is
owned by any one client subject to the investment
advice of Price Associates.
(2) With respect to securities owned by any one of the
T. Rowe Price Funds, only State Street Bank and
Trust Company, as custodian for each of such Funds,
has the right to receive dividends paid with respect
to, and proceeds from the sale of, such securities.
No other person is known to have such right, except
that the shareholders of each such Fund participate
proportionately in any dividends and distributions
so paid.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
Not Applicable.
Item 8 Identification and Classification of Members of the
Group.
Not Applicable.
SCHEDULE 13G
PAGE 6 of 6
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification.
By signing below I (we) certify that, to the best of my
(our) knowledge and belief, the securities referred to
above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect. T. Rowe Price Associates,
Inc. hereby declares and affirms that the filing of this
Schedule 13G shall not be construed as an admission that
Price Associates is the beneficial owner of the
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securities referred to, which beneficial ownership is
expressly denied.
Signature.
After reasonable inquiry and to the best of my (our)
knowledge and belief, I (we) certify that the information
set forth in this statement is true, complete and
correct.
February 14, 1994
Dated: ____________________________________
T. ROWE PRICE ASSOCIATES, INC.
By: /s/Henry H. Hopkins
Henry H. Hopkins, Managing Director
Note: Six copies of this Schedule 13G, including all
exhibits, must be filed with the Securities and
Exchange Commission, and a copy hereof must be
sent to the issuer by registered or certified mail
and to the principal national securities exchange
on which the security is listed not later than
February 14th following the calendar year covered
by the statement or within the time specified in
Rule 13d-1(b)(2), if applicable.
12/31/93
