THE ROUSE COMPANY
10275 LITTLE PATUXENT PARKWAY
COLUMBIA, MARYLAND 21044-3456
November 10, 1998
VIA EDGAR
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20459
RE: The Rouse Company
Post-Effective Amendment No. 1 to
Registration Statement on Form S-3
(File No. 333-51555)
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended
(the "Securities Act"), The Rouse Company, a Maryland corporation (the
"Company"), is hereby requesting withdrawal of Post-Effective Amendment No.
1 ("Post-Effective Amendment No. 1") to its Registration Statement on Form
S-3 (File No. 333-51555) (the "Registration Statement"). Post-Effective
Amendment No. 1 was filed with the Securities and Exchange Commission on
October 30, 1998. The Company is requesting withdrawal of Post-Effective
Amendment No. 1 on the advice of Paula Dubberly, Assistant Director,
Division of Corporation Finance. In lieu of Post-Effective Amendment No. 1,
the Company will file a new registration statement on Form S-3 that will
carry forward securities registered under the Registration Statement and
use a combined prospectus pursuant to Rule 429 under the Securities Act.
The Company understands that the withdrawal of Post-Effective Amendment No.
1 will not impact the Registration Statement, which will remain in full
force and effect. The Registration Statement was declared effective on May
13, 1998.
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Kindly direct any questions you may have with respect to the
enclosed filing to the undersigned at (410) 992-6418 or Lily Chang of
Fried, Frank, Harris, Shriver & Jacobson at (212) 859-8627.
Sincerely,
/s/David R. Schwiesow
David R. Schwiesow
Vice President and
Associate General Counsel
CC: Paula Dubberly, Esq.
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
Lily Chang, Esq.
Fried, Frank, Harris, Shriver & Jacobson
