X0201 42004-01-0100000914713MILLS CORP MLS0001248215VON PERFALL FRANZC/O KAN AM3290 NORTHSIDE PARKWAY, SUITE 825ATLANTAGA303271000Units2004-01-014J029542.0000ACommon Stock29542.0000210509.0000DUnits represent limited partnership interests in The Mills Limited Partnership, the Operating Partnership of the Issuer and of which the Issuer is the sole general partner and majority Unit holder. The Units are exchangeable beginning one year after their issuance for Common Stock of the Issuer (on a 1-for-1 basis) or, at the Issuer???s election, for the cash value of such Common Stock.Received by the reporting person in a pro rata distribution of the Units in accordance with his interest from Kan Am USA XI Limited Partnership (6,144), Kan Am USA XII Limited Partnership (17,186) and Kan Am USA XIII Limited Partnership (6,212).The Units are currently exchangeable for Common Stock during four periods a year as specified in the partnership agreement of The Mills Limited Partnership.There is no expiration date for the exchange for Units for Common Stock.No additional consideration is payable in connection with the exchange of Units for Common Stock./s/ T. Kent Hammond, as attorney-in-fact.2004-01-01