SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MINUTOLI ROBERT
(Last) (First) (Middle)
C/O THE ROUSE COMPANY
10275 LITTLE PATUXENT PARKWAY
(Street)
COLUMBIA MD 21044-3456
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ROUSE COMPANY [ RSE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice-President
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/10/2004 M 10,313 A $31.375 96,677 D
Common Stock 06/10/2004 M 20,000 A $21.625 116,677 D
Common Stock 06/10/2004 M 6,000 A $25 122,677 D
Common Stock 06/10/2004 M 7,200 A $27.95 129,877 D
Common Stock 06/10/2004 M 13,379 A $32.2 143,256 D
Common Stock 06/10/2004 M 11,163 A $38.15 154,419 D
Common Stock 06/10/2004 M 25,985 A $38.15 180,404 D
Common Stock 06/10/2004 M 2,613 A $38.15 183,017 D
Common Stock 06/10/2004 M 11,240 A $38.15 194,257 D
Common Stock 06/10/2004 M 682 A $38.15 194,939 D
Common Stock 06/10/2004 F(1) 75,838 D $46.28 119,101(2) D
Common Stock 16,745 I By Family Members
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $31.375 06/10/2004 M 10,313 12/11/2002 12/10/2007 Common Stock 10,313 $0 0 D
Stock Options (Right to Buy) $21.625 06/10/2004 M 20,000 02/24/2004 02/23/2010 Common Stock 20,000 $0 0 D
Stock Options (Right to Buy) $25 06/10/2004 M 6,000 02/22/2004 02/21/2011 Common Stock 6,000 $0 0 D
Stock Options (Right to Buy) $27.95 06/10/2004 M 7,200 01/29/2004 01/28/2012 Common Stock 7,200 $0 0 D
Stock Options (Right to Buy) $32.2 06/10/2004 M 13,379 02/19/2004 02/18/2013 Common Stock 13,379 $0 0 D
Stock Options (Right to Buy) $38.15 06/10/2004 M 11,163 06/05/2003 09/21/2004 Common Stock 11,163 $0 0 D
Stock Options (Right to Buy) $38.15 06/10/2004 M 25,985 06/05/2003 02/21/2006 Common Stock 25,985 $0 0 D
Stock Options (Right to Buy) $38.15 06/10/2004 M 2,613 06/05/2003 12/10/2007 Common Stock 2,613 $0 0 D
Stock Options (Right to Buy) $38.15 06/10/2004 M 11,240 06/05/2003 02/23/2010 Common Stock 11,240 $0 0 D
Stock Options (Right to Buy) $38.15 06/10/2004 M 682 06/05/2003 02/21/2011 Common Stock 682 $0 0 D
Stock Options (Right to Buy) $46 06/10/2004 A(3) 6,991 06/10/2004 12/10/2007 Common Stock 6,991 $0 0 D
Stock Options (Right to Buy) $46 06/10/2004 A(3) 9,346 06/10/2004 02/23/2010 Common Stock 9,346 $0 0 D
Stock Options (Right to Buy) $46 06/10/2004 A(3) 3,241 06/10/2004 02/21/2011 Common Stock 3,241 $0 0 D
Stock Options (Right to Buy) $46 06/10/2004 A(3) 4,348 06/10/2004 01/28/2012 Common Stock 4,348 $0 0 D
Stock Options (Right to Buy) $46 06/10/2004 A(3) 9,309 06/10/2004 02/18/2013 Common Stock 9,309 $0 0 D
Stock Options (Right to Buy) $46 06/10/2004 A(3) 9,202 06/10/2004 09/21/2004 Common Stock 9,202 $0 0 D
Stock Options (Right to Buy) $46 06/10/2004 A(3) 21,420 06/10/2004 02/21/2006 Common Stock 21,420 $0 0 D
Stock Options (Right to Buy) $46 06/10/2004 A(3) 2,154 06/10/2004 12/10/2007 Common Stock 2,154 $0 0 D
Explanation of Responses:
1. In payment of the puchase price upon the exercise of stock options granted under an employee stock option plan of The Rouse Company (the "Company), the Reporting Person surrendered an aggregate of 75,838 shares of Company Common Stock.
2. In addition, the Reporting Person holds 1,901.6290 shares of the Company's Common Stock in a 401(k) plan.
3. Grant of "reload" stock options pursuant to the Company's 1999 Stock Incentive Plan.
Remarks:
Jeffrey C. Palkovitz, attorney-in-fact 06/14/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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