NOVEMBER 2003

Safe Harbor Statement

This presentation includes forward-looking statements, which reflect the Company’s current view with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from historical or anticipated results. The words “believe,” “expect,” “anticipate” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The Rouse Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a discussion of certain factors that could cause actual results to differ materially from historical or anticipated results, including real estate investment risks, development risks and changes in the economic climate, see Exhibit 99.1 of The Rouse Company’s Form 10-K for the year ended December 31, 2002.

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The Woodlands Acquisition

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Summary of the Transaction The Rouse Company (“RSE”) has signed a letter of intent to acquire the 52.5% ownership

of The Woodlands, currently owned by Crescent Real Estate Equities Co. (“Crescent”).

Morgan Stanley Real Estate Fund, L.P. (“MSREF”) will continue to own the remaining 47.5% of The Woodlands.

The Woodlands provides RSE with additional geographic diversification in one of the nation’s pre-eminent master-planned communities with a thirty year history, enhancing its recent

investment in West Houston.

RSE will pay $387 million for the 52.5% stake capitalized through the sale of the Hughes Center to Crescent, the assumption of debt, and asset sales.

Proposed timetable:

Completed Due diligence

11/25/03 Target signing definitive agreement

12/31/03 Closing

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RSE Net Operating Income MixNine Months Ended September 30, 2003

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By Segment By Geography

Office/Other

16.3%

Community

16.7%

Retail

67.0%

Office/Other

13.1%

Community

18.2%

Retail

68.6%Vegas

18.4%

Baltimore/Washington

22.4%

Other

59.2%

N.B. Before commercial development and corporate overhead expenses.Excludes effects of The Woodlands transaction.

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THE WOODLANDS

WEST HOUSTONMASTER-PLANNED

COMMUNITY

The Woodlands Today

Considered the leading MPC in Houston Consistently achieving the highest home prices and residential absorption pace in the area

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Attractive proximity to Houston 25 miles due north Located on I-45

Thirty year track record 70,000 residents primarily in single-family homes 900 businesses employing 30,000

Attractive amenities 21 public and private schools

One of the highest ranking school districtsin the Houston area

14 of the 16 schools in the district were ratedin the top two categories

The Woodlands High School is a national “blue ribbon” school (by the U.S. Dept. of Education)

Provides homeowners with investment protection in market with no zoning

Regional Mall Community college Two hospitals Regional YMCA

Overview of the Transaction

Community development8,400 gross / 5,500 saleable acres

Office buildingsSeven owned and operated (520K sf)Five currently for saleSix sale lease-back

RecreationSix golf courses (117 holes of golf)The Woodlands Athletic Club

Hospitality416 room resort and conference center

(50,000 sf of meeting space)345 room Marriott Hotel

Other (minor investments)Two apartment buildingsTitle companyNew home marketing centerSenior subsidized housing

Ownership

Real estate assets included in the transaction:

CrescentMSREF

Current52.5%47.5%

Post-closing52.5%47.5%

The Rouse CompanyMSREF

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Market Overview

Houston is a strong, growing market with a solid economy and diverse employer base.

Large, steadily growing population center Fourth largest U.S. city Houston MSA has 4.7 million residents 25% increase 1990-2000

Robust and diverse economy Annual job growth of 60,000 since 1995 Key industries include: energy, healthcare, technology and consumer services

Strong new home growth Annual building permits issued

25,000 since 1992 30,000 since 1998

41,200 new building permits issued in 2002

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Houston Economy Houston’s strong economic growth is expected to continue.

2000-2003 population growth is projected to be in excess of 11%. Employment growth over this period is projected to be 11.5%. Current unemployment is 6% and expected to fall to 5.3% by 2006.

Per capita income remains high 20% higher than the state of Texas 14% higher than the United States

Certain key employers are continuing to hire

Wal-Mart, Inc. McDonalds CorporationExxonMobil Corp. University of Texas Anderson Cancer CenterHalliburton Company Hewlett-PackardThe Kroger Company Baylor College of Medicine

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The Woodlands Performance

The Woodlands has consistently outsold the other 15 leading master-planned communities in Houston. Average housing starts over the last 10 years have been over 1,200 per year. The next closest community has been just under 600 per year.

The Woodlands currently has a 7% market share.

Average new-home price in 2003 is $293,000.

Projected build-out of eight to ten years

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Comparison to Other Rouse Master-Planned Communities

Size (acres)

Saleable acres

Current residents

10 mile ring demographics

Population

Households

Average household income

Households Earning $75K+

2002 employment

Number of firms

Total employees

% white collar

27,000

5,500

70,000

272,190

94,756

$ 82,856

40,496

8,690

78,310

61%

14,100

1,004

96,000

483,581

169,555

$ 80,397

78,898

16,844

234,427

64%

22,500

6,295

66,700

614,783

236,420

$ 68,235

69,811

24,671

384,809

55%

8,702

6,100

--

305,333

102,854

$ 79,240

45,027

8,412

78,375

58%

Summerlin W. HoustonColumbiaWoodlands

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