UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 14A 

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE 

SECURITIES EXCHANGE ACT OF 1934

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¨	Definitive Proxy Statement
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x	Soliciting Material Pursuant to §240.14a-12

The Mills Corporation

                                                                             (Name of Registrant as Specified In Its Charter)                                                           

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The following is an email to employees of The Mills Corporation distributed on February 6, 2007:

Today, we announced that our Board of Directors met to consider the proposal from Simon/Farallon to acquire The Mills for $24 in cash per share. The Board, after consultation with its outside counsel and independent financial advisors, has unanimously determined (with those directors affiliated with Kan Am abstaining), in accordance with The Mills-Brookfield merger agreement, that the Simon/Farallon proposal is reasonably likely to lead to a “Superior Competing Transaction,” as that term is defined in the merger agreement between The Mills and Brookfield Asset Management, Inc., and has directed Mills’ management and advisors to participate in discussions and negotiations with Simon and Farallon as to the proposal.

At this time, the current merger agreement with Brookfield remains in effect, and The Mills’ Board of Directors has not yet made any decision as to whether to accept any proposal from Simon and Farallon. There can be no assurance as to whether the Simon/Farallon proposal will lead to a definitive binding agreement with the Simon/Farallon group.

I once again ask you to remain focused on your work. Please know that I appreciate your dedication to The Mills. As always, should you receive any media inquiries, please direct them to Ken Volk / 301-968-6390 in Corporate Communications.

Sincerely,

Mark Ordan 
CEO and President 
The Mills Corporation 

Important Information

The Mills and Brookfield intend to file a proxy statement/prospectus with the U.S. Securities and Exchange Commission in connection with the proposed acquisition by Brookfield Asset Management, Inc. Stockholders of The Mills are urged to read the proxy statement/prospectus when it becomes available, because it will contain important information. Stockholders will be able to obtain a free copy of the proxy statement/prospectus as well as other filings containing information about The Mills and the merger, when available, without charge, at the U.S. Securities and Exchange Commission’s Internet site (http://www.sec.gov). In addition, copies of the proxy statement/prospectus and other filings containing information about The Mills and the merger can be obtained, when available without charge, by directing a request to The Mills Corporation, Attention: Investor Relations, 5425 Wisconsin Avenue, Suite 500, Chevy Chase, Maryland 20815, by phone at (301) 968-8367, or on The Mills’ Internet site at http://www.themills.com.

The Mills and its officers and directors may be deemed to be participants in the solicitation of proxies from The Mills’ stockholders in connection with the merger. Additional information regarding the interests of potential participants in the proxy solicitation will be included in the definitive proxy statement/prospectus and other relevant documents that The Mills intends to file with the Securities and Exchange Commission in connection with the scheduled special meeting of its stockholders.

Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.