UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

~~SECURITIES~~FORM ~~AND~~8-K ~~EXCHANGE~~Current ~~COMMISSION~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Washington,~~Date ~~D.C.~~of ~~20549~~Report (Date of earliest event reported): February 4, 2007

FORM 8-K

THE MILLS CORPORATION

THE MILLS LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)

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

~~CURRENT~~Not ~~REPORT~~applicable (Former name or former address, if changed since last report)

~~Pursuant~~Check the appropriate box below if the Form 8-K filing is intended to ~~Section 13~~simultaneously orsatisfy 15the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (d17 CFR 230.425) ofx Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 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))

~~Securities~~Item ~~Exchange~~7.01. ~~Act~~Regulation ofFD ~~1934~~ Disclosure.

~~Date~~ On ofFebruary ~~Report~~4, ~~(date~~2007, ofThe ~~earliest~~Mills ~~event~~Corporation ~~reported~~(“Mills”): ~~November 10~~received a proposal from Simon Property Group, ~~2006~~Inc. and Farallon Capital Management, L.L.C., to acquire Mills for $24 in cash per share. The full text of the proposal letter is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.

~~THE~~ On ~~MILLS~~February ~~CORPORATION~~5, 2007, Mills issued a press release, which is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference.

~~THE~~Item ~~MILLS LIMITED~~9.01 ~~PARTNERSHIP~~Financial Statements and Exhibits.

(~~Exact name of registrant as specified in its charter~~d) Exhibits

Delaware Delaware	1-12994 000-50694	52-1802283 52-1873369
Exhibit No.	Description
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
99.1 Letter from Simon Property Group, Inc. and Farallon Capital Management, L.L.C., to the Board of Directors of The Mills Corporation, dated February 4, 2007
99.2 Press Release issued by The Mills Corporation on February 5, 2007 regarding Acquisition Proposal from Simon Property Group, Inc. and Farallon Capital Management, L.L.C.

~~5425~~IMPORTANT ~~Wisconsin~~ADDITIONAL ~~Avenue~~INFORMATION WILL BE FILED WITH THE SEC

Mills and Brookfield Asset Management, Inc. intend to file a proxy statement/prospectus with the Securities and Exchange Commission in connection with the proposed merger between Mills and Brookfield. Stockholders of 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 Mills and the merger, when available, without charge, at the 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 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 Mills’ Internet site at http://www.themills.com.

~~Chevy~~ Mills ~~Chase,~~and ~~Maryland~~its ~~20815~~officers and directors may be deemed to be participants in the solicitation of proxies from 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 Mills will file with the Securities and Exchange Commission in connection with the merger and the scheduled special meeting of its stockholders.

~~(Address~~ Investors ofshould ~~principal~~read ~~executive~~the ~~offices)~~proxy ~~(Zip~~statement/prospectus ~~Code)~~carefully when it becomes available before making any voting or investment decisions.

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

~~Not~~ Pursuant ~~applicable~~ to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

(Former name or former address, if changed since last report)

	THE MILLS CORPORATION


Date: February 5, 2007	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

Date: February 5, 2007	By:	/s/ Richard J. Nadeau
	Name: Richard J. Nadeau
	Title: Executive Vice President and Chief Financial Officer

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.~~2~~. below):~~

¨Exhibit ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~Index

¨Exhibit ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240~~No.~~14a-12)~~ Description

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

99.1	Letter from Simon Property Group, Inc. and Farallon Capital Management, L.L.C., to the Board of Directors of The Mills Corporation, dated February 4, 2007

99.2	Press Release issued by The Mills Corporation on February 5, 2007 regarding Acquisition Proposal from Simon Property Group, Inc. and Farallon Capital Management, L.L.C.

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

THE MILLS CORPORATION

THE MILLS LIMITED PARTNERSHIP

Item 8.01. Other Events.

On November 10, 2006, The Mills Corporation (the “Company”) announced that it currently plans to hold its 2006 annual meeting of stockholders on Thursday, December 21, 2006, at a time and place to be determined and announced later. The date of the meeting may be moved to the last week of December if the Company determines that it is unable to complete the process for the solicitation of proxies by December 21.

The Company is required by its bylaws and by the listing requirements of the New York Stock Exchange to hold an annual meeting of stockholders in 2006. The Company’s Board of Directors adopted resolutions on November 2, 2006 calling the 2006 annual meeting and fixing the close of business on December 1, 2006 as the record date for purposes of determining stockholders entitled to notice of and to vote at the meeting. At the 2006 annual meeting, the Company will be submitting for stockholder consideration (1) the election of directors and (2) ratification of the appointment of Ernst & Young LLP, as the Company’s independent registered public accounting firm.

In accordance with Rule 14a-8 of the Securities Exchange Act of 1934, all stockholder proposals to be considered for inclusion in the Company’s proxy statement for the 2006 annual meeting pursuant to the stockholder proposal rule must be received by the Company’s Corporate Secretary by the close of business on Monday, November 20, 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/ MARK S. ORDAN Name: Mark S. Ordan Title: Chief Executive Officer and President THE MILLS LIMITED PARTNERSHIP By: The Mills Corporation, its general partner By: /s/ MARK S. ORDAN Name: Mark S. Ordan Title: Chief Executive Officer and President

Date: November 10, 2006

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