<PAGE>
Rule 424(b)(3)
Registration No. 33-57707
THE ROUSE COMPANY
SUPPLEMENT DATED JUNE 27, 1995
TO
PROSPECTUS DATED APRIL 6, 1995
Pier 17 Realty Holding Company, Inc. ("Pier 17"), which is specified as the
holder and Selling Stockholder of 456,159 shares (the "Shares") of the Series A
Convertible Preferred Stock covered by the Prospectus dated April 6, 1995, has
transferred the 456,159 Shares to the following entities that were the
shareholders of Pier 17, as follows:
<TABLE>
<CAPTION>
Prior to Offering
-----------------
Shares
Percent of Offered
Shares Outstanding Hereby
------- ------------ -------
<S> <C> <C> <C>
U. S. Steel and Carnegie Pension Fund
Group Trust 80,028 1.8% 80,028
General Motors Retirement Program
for Salaried Employes 64,022 1.4% 64,022
General Motors Hourly-Rate Employes
Pension Plan 96,034 2.1% 96,034
Commingled Pension Trust Fund (Special
Situation Investments - Real Estate) 216,075 4.8% 216,075
</TABLE>
The above entities have become Selling Stockholders of the numbers of
Shares specified. All other information about the Selling Stockholders in the
Prospectus remains applicable.
