UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 20 21, 2006

THE MILLS CORPORATION

THE MILLS LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Delaware

1-12994

000-50694

52-1802283

52-1873369

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

1300 Wilson Boulevard

Suite 400

Arlington, Virginia 22209

(Address of principal executive offices) (Zip Code)

Registrants’ telephone number, including area code: (703) 526-5000

Not applicable

(Former name or former address, 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 registrants under any of the following provisions (see General Instruction A.2. below):

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

¨	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))

THE MILLS CORPORATION

THE MILLS LIMITED PARTNERSHIP

Item 5 1.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Principal~~Definitive ~~Officers;~~Agreement. ~~Election of Directors; Appointment of Principal Officers~~

~~Effective~~Special ~~July~~Committee ~~1, 2006, Richard J~~Fees. ~~Nadeau,~~As ~~age~~previously 51announced, ~~will become Executive Vice President and Chief Financial Officer of~~ The Mills Corporation (“TMC”). Asformed ~~previously~~a ~~announced,~~Special ~~Mr.~~Committee ~~Nadeau~~of ~~was appointed to serve as TMC’s Executive Vice President, Finance and Accounting on March 13, 2006 until his transition to~~ the ~~position~~Board. ~~of Chief~~The ~~Financial~~Special ~~Officer.~~Committee ~~Prior to joining TMC~~will, ~~from~~among ~~May~~other ~~2005 to March 2006~~things, ~~Mr. Nadeau was Vice President and Chief Financial Officer of Colt Defense LLC~~review, aanalyze ~~privately held designer, developer~~ and ~~manufacturer~~present ~~of small arms and weapon systems for the U.S. military,~~ its ~~allies~~findings ~~and federal, state and local law enforcement agencies. From June 2002~~ to ~~May 2005, Mr. Nadeau was a partner at~~ the ~~accounting~~Board ~~firm~~ of ~~KPMG~~Directors ~~LLP,~~regarding ~~and,~~any ~~from~~strategic ~~May 1977 to June 2002, Arthur Andersen LLP, where he served as a commercial audit partner, primarily serving government contractors and real estate companies~~transaction. ~~While~~The atCommittee ~~KPMG~~consists ~~LLP,~~of ~~Mr. Nadeau was also~~ the ~~engagement~~following ~~and~~four ~~audit~~members: partner for several real estate companies, including two publicly traded REITs, and served as an SEC reviewing partner with responsibility for quality control and concurring partner oversight responsibility for several public companies in the Mid-Atlantic region. He also provided consulting and attest services related to Sarbanes-Oxley Section 404 engagements and advised KPMG LLP public company clients on strategies for achieving compliance.

~~Effective~~Edward ~~June 26, 2006, David A~~S. ~~Schneeman,~~ ~~C.P.A. age 41~~Civera, ~~will~~Chairman join TMC as Senior Vice President and Chief Accounting Officer filling a vacancy in that position. Mr. Schneeman will report to Mr. Nadeau. Before joining TMC, Mr. Schneeman served in various accounting and finance capacities at MCI, Inc., including its predecessor and subsidiary entities. From October 2005 to March 2006, Mr. Schneeman served as Vice President, Accounting Organization of MCI, Inc. In this position, he was responsible for leading the controller organization in support of worldwide accounting activities. From April 2003 to September 2005, he was Vice President, General Accounting, and was responsible for leading a team of approximately 200 people in the consolidation of MCI, Inc. worldwide financial results. In this role, Mr. Schneeman played a significant role in the restatement of the WorldCom, Inc. financial statements. From January 2001 to March 2003, he was Director, Corporate Development at WorldCom, Inc., where he was responsible for international transactional and operational review work.

~~Mr. Schneeman~~Harry ~~will receive an initial annual base salary of $225,000~~H. He also will be eligible to participate in TMC’s annual performance incentive plan with a target bonus of 40% of his annual base salary and will be eligible to participate in TMC’s long-term incentive plan with aNick target award of 45% of his annual base salary. In addition, Mr. Schneeman will be granted a restricted stock unit equal to the value of 10,000 shares of TMC common stock, which will vest 50% on April 1, 2009 and 50% on April 1, 2010, subject to the terms and conditions of the award agreement. The vested portion of the restricted stock unit will be settled in cash. The vesting of the restricted stock unit will accelerate upon a change in control of TMC, as defined in the award agreement. TMC also expects to enter into a change-in-control agreement with Mr. Schneeman providing him with a severance payment of one times base salary and bonus, plus a pro-rated target bonus for the year in which any change in control of TMC occurs.

S. Joseph Bruno

Robert P. Pincus

Each committee member will receive a monthly fee of $10,000 for their services until the Special Committee is dissolved.

Employment Agreement with Mark Ordan. On June 21, 2006, TMC entered into an employment agreement with Mark S. Ordan, who is currently employed by TMC as its Chief Operating Officer. The effective date of the employment agreement is February 28, 2006. The following summary of the employment agreement is qualified in its entirety by the copy of the employment agreement that is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Mr. Ordan’s employment period, for purposes of the agreement, commenced on the effective date of the agreement and will continue until December 31, 2007, provided that on January 1, 2008 and on each January 1 thereafter, the employment period will automatically be extended for one year unless either party has given at least ninety (90) days prior written notice of non-renewal. The employment agreement provides for an annual base salary at the rate of $695,000, reviewable on or about April 1, 2007 and at least annually thereafter for such adjustments as may be determined to be appropriate by the Executive Compensation Committee of the Board (the “Executive Compensation Committee”). Under the employment agreement, Mr. Ordan is eligible to participate in TMC’s annual short-term performance incentive plan for executives as well as its long-term incentive plan, with target awards and actual bonuses under each such plan to be determined by the Executive Compensation Committee in its discretion. Initially, he will be eligible to participate in TMC’s annual short-term performance incentive bonus plan with a current target bonus of 55% of his annual base salary and will be eligible to participate in TMC’s long-term incentive plan with a current target award of 100% of his annual base salary. The employment agreement also provides that Mr. Ordan will be entitled to participate in all benefit programs, policies or plans adopted by TMC and applicable to its senior executives in the same or similar positions to that of Mr. Ordan, including an additional annual taxable benefits allowance of $18,000 and up to $10,000 annual reimbursement for financial planning assistance.

In addition, in the event that termination of employment occurs due to death or “Disability” (as defined in the employment agreement), Mr. Ordan or his beneficiary will be entitled to benefits under any benefit programs in which he participates, and to any long-term incentive plan awards, to the extent provided for in the programs and plans under which those benefits and awards were granted. The vesting of any stock options or other equity-based compensation awards, and all other rights under such awards, will be determined in accordance with the plans under which the awards were granted and any agreements evidencing such awards, except that, for this purpose, Mr. Ordan will be considered to have been employed at the end of the calendar year in which termination of his employment occurred.

If TMC terminates Mr. Ordan’s employment without “Cause” (as defined in the employment agreement), or if he voluntarily terminates his employment for “Good Reason” (as defined in the employment agreement), upon his execution and return of a release of claims, he will be entitled to a lump sum cash payment equal to (i) two times the sum of his then-current base salary and his target annual bonus for the year in which he is terminated plus (ii) a pro rata cash payment equal to his target annual bonus for the year of termination based on service for such bonus year through the date of termination. In addition, Mr. Ordan’s vesting and other rights with respect to stock options and

other equity-based compensation awards will be treated in accordance with the relevant plans under which such grants were made, provided that Mr. Ordan will be considered for such purpose to have been employed at the end of the calendar year in which the termination occurred. His entitlement to benefits under any benefit programs and his long-term incentive plan awards will be determined in accordance with the provisions of such programs and plans, provided that TMC shall provide, at its expense, continued participation for 24 months in any medical and dental insurance plans (as they may be modified) in which Mr. Ordan or his dependents participated.

If TMC terminates Mr. Ordan for “Cause” or if he voluntarily terminates his employment for other than “Good Reason,” his entitlement to benefits under any benefit programs and his long-term incentive plan awards will be determined in accordance with the provisions of such programs and plans, and he will forfeit all unvested equity or equity-based compensation awards.

If within 24 months of a “Change in Control” (as defined in the employment agreement) TMC or its successor terminates Mr. Ordan’s employment for reasons other than death, “Disability” or “Cause” or Mr. Ordan terminates his employment for “Good Reason,” Mr. Ordan will be entitled to the same payments and benefits as if he had been terminated by TMC without “Cause” or if he voluntarily terminated his employment for “Good Reason,” as described above, except that notwithstanding provisions to the contrary in any long-term incentive plan, Mr. Ordan shall be entitled to the payment of the full amount (without pro ration) of any unvested long-term incentive plan awards that have been made to him for any performance period that has commenced. If Mr. Ordan voluntarily terminates his employment with TMC or its successor for any reason during the 30 day period commencing on the first anniversary of the effective date of a “Change in Control,” such termination will be considered a “Good Reason” termination. The employment agreement also contains non-compete, non-solicit and confidentiality covenants

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:


Exhibit No.		Description
10.1		Employment Agreement, dated June 21, 2006, by and between The Mills Corporation and Mark S. Ordan

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~~Mary J.Jane ~~Nadeau~~Morrow Name: ~~Richard~~Mary J.Jane ~~Nadeau~~Morrow Title: Executive Vice President, ~~Finance~~ and ~~Accounting~~Chief Financial Officer THE MILLS LIMITED PARTNERSHIP By: The Mills Corporation, its general partner By: /s/ ~~Richard~~Mary J.Jane ~~Nadeau~~Morrow Name: ~~Richard~~Mary J.Jane ~~Nadeau~~Morrow Title: Executive Vice President, ~~Finance~~ and ~~Accounting~~Chief Financial Officer

Date: June 26 27, 2006

EXHIBIT INDEX


Exhibit No.
10.1		Employment Agreement, dated June 21, 2006, by and between The Mills Corporation and Mark S. Ordan

Filing Compare · MILLS LIMITED PARTNERSHIP