UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

~~Washington,~~FORM ~~D.C.~~8-K ~~20549~~Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2007

~~FORM~~THE ~~8-K~~MILLS CORPORATION THE MILLS LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter)

CURRENT REPORT

Delaware	1-12994	52-1802283
Delaware	000-50694	52-1873369
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification Number)



5425 Wisconsin Avenue, Suite 500
Chevy Chase, MD		20815
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:		301-968-6000

~~Pursuant~~Not toapplicable ~~Section 13~~(Former name or ~~15(d)~~former ofaddress, ~~the~~if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) xSoliciting material pursuant to Rule 14a-12 under the Exchange Act of(17 ~~1934~~CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) ¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

~~Date~~Item of1.01 ~~Report~~Entry ~~(date~~Into ofa ~~earliest~~Material ~~event~~Definitive ~~reported): November 13, 2006~~ Agreement.

~~THE~~ On ~~MILLS~~January ~~CORPORATION~~17, 2007, The Mills Corporation (“Mills”), The Mills Limited Partnership (“Mills LP”) and Brookfield Asset Management Inc. (“Brookfield”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Brookfield will acquire Mills and Mills LP through one or more mergers (the “Merger”) for cash at a price of US$21 per share, representing a total transaction value of approximately US$1.35 billion for all of the outstanding common stock of Mills (“Mills Common Stock”) and common units of Mills LP (“Mills LP Units”), and approximately US$7.5 billion including assumed debt and preferred stock. Brookfield is a global asset manager focused on property and other infrastructure assets with over US$50 billion of assets under management.

~~THE~~ Under ~~MILLS~~the ~~LIMITED~~terms ~~PARTNERSHIP~~of the agreement, Mills will merge with and into a newly formed subsidiary of Brookfield, and Mills stockholders will receive US$21 in cash for each share of Mills Common Stock. Instead of receiving the cash consideration, Mills stockholders will also have the ability to elect to receive up to a maximum of 20% of the outstanding shares of a continuing public company that will hold the assets of Mills. Brookfield has indicated that it expects to manage the continuing company pursuant to customary asset management and property management arrangements. The stock alternative will be subject to proration if holders of more than 20% of shares of Mills Common Stock elect to receive stock. If the holders of fewer than 10% of the shares of Mills Common Stock make this stock election, all shares of Mills Common Stock will be exchanged for cash in the merger. In the merger, preferred stockholders of Mills will receive preferred stock with substantially the same terms. The merger is expected to be a taxable event for Mills stockholders.

~~(Exact~~ Limited ~~name~~partners ofin ~~registrant~~the Mills LP will be offered the same consideration as ~~specified~~holders inof ~~its~~Mills ~~charter)~~Common Stock, and will have the opportunity to elect instead to roll over all or a portion of such units into limited partnership interests, subject to the terms and conditions of the Merger Agreement.

Delaware Delaware		1-12994 000-50694		52-1802283 52-1873369
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

Brookfield has also agreed to provide Mills with debt financing until the completion of the Merger by assuming Mills’ approximately US$1 billion Senior Term Loan from Goldman Sachs Mortgage Company and subsequently revising the terms of such loans and providing a US$500 million revolving line of credit on terms to be contained in a restated credit and guaranty agreement.

~~5425~~ The ~~Wisconsin~~completion ~~Avenue~~of the Merger is subject to various closing conditions, including obtaining the approval of Mills stockholders, no injunctions or illegality, receipt of a tax opinion, and the absence of a material adverse effect on Mills, as set forth in the Merger Agreement.

~~Suite~~ The ~~500~~foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached to this Report as Exhibit 2.1 and incorporated herein by reference. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about Mills, Mills LP or Brookfield. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by Mills, Mills LP and Brookfield to each other in connection with the signing of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between Mills and Mills LP, on the one hand, and Brookfield, on the other hand, rather than establishing matters as facts. Accordingly, you should not rely on the representations and warranties in the Merger Agreement as characterizations of the actual state of facts about Mills, Mills LP or Brookfield.

~~Chevy~~Item ~~Chase,~~8.01. MDOther ~~20815~~ Events.

~~(Address~~ On January 17, 2007, Mills and Brookfield issued a joint press release announcing that they had entered into the Merger Agreement. The full text of ~~principal~~the ~~executive~~press ~~offices)~~release ~~(Zip~~is ~~Code)~~furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.

Registrants’ telephone number, including area code: (301) 968-6000

Item 9.01		Financial Statements and Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of January 17, 2007, by and among Brookfield
		Asset Management Inc., The Mills Corporation, The Mills Limited Partnership, and such
other persons that become signatories thereto pursuant to the terms thereof*
99.1		Press Release issued jointly by The Mills Corporation and Brookfield Asset Management
		Inc.
_________
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Mills hereby undertakes to
furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange
Commission.

~~Not~~IMPORTANT ~~applicable~~ ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

The Mills and Brookfield intend to file a proxy statement/prospectus with the Securities and Exchange Commission in connection with the proposed merger. 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 Securities and Exchange Commission’s Internet site (~~Former~~http://www.sec.gov). ~~name~~In oraddition, ~~former~~copies ~~address~~of the proxy statement/prospectus and other filings containing information about The Mills and the merger can be obtained, ifwhen ~~changed~~available ~~since~~without ~~last~~charge, ~~report~~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.

~~Check~~ The ~~the~~Mills ~~appropriate~~and ~~box~~its ~~below~~officers ifand directors may be deemed to be participants in the ~~Form~~solicitation ~~8-K filing~~of isproxies ~~intended~~from toThe ~~simultaneously~~Mills’ ~~satisfy~~stockholders in connection with the ~~filing~~merger. ~~obligation~~Additional information regarding the interests of potential participants in the ~~registrants~~proxy ~~under~~solicitation ~~any~~will ofbe included in the ~~following~~definitive ~~provisions~~proxy ~~(see~~statement/prospectus ~~General~~and ~~Instruction~~other ~~A.2.~~relevant ~~below):~~documents that The Mills will file with the Securities and Exchange Commission in connection with the merger and the scheduled special meeting of its stockholders.

¨ Investors ~~Written~~should ~~communications~~read ~~pursuant~~the toproxy ~~Rule~~statement/prospectus ~~425~~carefully ~~under~~when ~~the~~it ~~Securities~~becomes ~~Act~~available ~~(17~~before ~~CFR~~making ~~230~~any voting or investment decisions.~~425)~~

~~¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~2

~~¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~SIGNATURE

¨ Pursuant ~~Pre-commencement communications pursuant~~ to ~~Rule~~the ~~13e-4(c)~~requirements ~~under~~of the Securities Exchange Act ~~(17~~of ~~CFR~~1934, ~~240~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~13e-4(c))~~

THE MILLS CORPORATION

THE MILLS LIMITED PARTNERSHIP

Date: January 17, 2007				By: /s/ Richard J. Nadeau
				Name: Richard J. Nadeau
				Title: Executive Vice President and Chief Financial Officer

~~Item 2.02. Results of Operations and Financial Condition.~~ 3

On November 13, 2006, The Mills Corporation (“TMC”) and The Mills Limited Partnership (“TMLP”) filed with the Securities and Exchange Commission (“SEC”) a Notification of Late Filing on Form 12b-25 (the “Notification”) to indicate that their Form 10-Q for the quarter ended September 30, 2006 will be filed late. Part III and the narrative portion of Part IV(3) of the Notification are filed as Exhibit 99.1 to this Current Report on Form 8-K, and the information contained therein (including the update of the pending restatement of the financial statements of TMC and TMLP), insofar as it relates to prior period results of operations or financial condition of TMC and TMLP, is incorporated herein by reference. As indicated in Exhibit 99.1 hereto, TMC and TMLP have substantially completed their internal accounting review. As further described in Exhibit 99.1, the restatement principally relates to errors in the selection and application of corporate and development accounting policies including the following: Index

• Capitalization of interest to predevelopment and development projects

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of January 17, 2007, by and among Brookfield
		Asset Management Inc., The Mills Corporation, The Mills Limited Partnership, and such
other persons that become signatories thereto pursuant to the terms thereof*
99.1		Press Release issued jointly by The Mills Corporation and Brookfield Asset Management
		Inc.

~~• Capitalization of overhead costs to predevelopment and development projects~~ _____________

• * ~~Cumulative~~Schedules ~~impact~~ and ~~the~~exhibits ~~ongoing~~have ~~accounting~~been ~~for~~omitted ~~development~~pursuant ~~and~~to ~~leasing~~Item ~~fees~~601(b)(2) ~~and~~of ~~interest~~Regulation ~~income~~S-K. ~~related~~Mills hereby undertakes to ~~our~~furnish ~~adoption~~supplementally copies of ~~Financial~~any ~~Accounting~~of ~~Standards~~the ~~Board~~omitted ~~Interpretation~~schedules ~~No.~~and ~~46R,~~exhibits ~~Consolidation~~upon ofrequest ~~Variable~~by ~~Interest~~the ~~Entities~~Securities and Exchange Commission.

• Translation from foreign currencies of our investments in our foreign subsidiaries

• Accounting for the Empire tract transfer

• Accounting for grand opening and advertising costs for development projects

• Evaluation of capitalized costs, including our accounting for acquisitions of properties

• Evaluation of foreign tax exposures

• Accounting for tenant inducements and tenant allowances

The information in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” with the SEC for any purpose including Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be incorporated by reference into any registration statement filed by TMC or TMLP under the Securities Act of 1933 regardless of any general incorporation language in such filing.

This Current Report on Form 8-K and Exhibit 99.1 contain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other SEC reports of TMC and TMLP, including that actual events or results may differ materially from those in the forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Part III and the narrative portion of Part IV(3) of the Notification of Late Filing on Form 12b-25 filed by The Mills Corporation and The Mills Limited Partnership with the Securities and Exchange Commission on November 13, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE MILLS CORPORATION By: /s/ RICHARD J. NADEAU Name: Richard J. Nadeau Title: Executive Vice President and Chief Financial Officer THE MILLS LIMITED PARTNERSHIP By: The Mills Corporation, its general partner By: /s/ RICHARD J. NADEAU Name: Richard J. Nadeau Title: Executive Vice President and Chief Financial Officer

Date: November 13, 2006

EXHIBIT INDEX

Exhibit No. 99.1 Part III and the narrative portion of Part IV(3) of the Notification of Late Filing on Form 12b-25 filed by The Mills Corporation and The Mills Limited Partnership with the Securities and Exchange Commission on November 13, 2006.

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