As filed with the Securities and Exchange Commission on
                        December 15, 1997. 
                                     Registration No. ______



             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                     ___________________

                          FORM S-8
                   REGISTRATION STATEMENT
                            UNDER
                 THE SECURITIES ACT OF 1933
                     ___________________

                    THE MACERICH COMPANY
   (Exact name of registrant as specified in its charter)
                     ___________________

    Maryland                               95-4448705
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)

   233 Wilshire Boulevard, Suite 700, Santa Monica,
                   California 90401
          (Address of principal executive offices)

     THE MACERICH COMPANY DEFERRED COMPENSATION PLAN FOR
       EXECUTIVES (AS AMENDED AND RESTATED EFFECTIVE AS
                   OF JANUARY 1, 1998)
                  (Full title of the plan)

                      Arthur M. Coppola
            President and Chief Executive Officer
     233 Wilshire Boulevard, Suite 700, Santa Monica,
                       California 90401
           (Name and address of agent for service)
                     ___________________

Telephone number, including area code, of agent for service: 
                     (310) 394-5333

              CALCULATION  OF REGISTRATION  FEE


                                                   
                                   Proposed    Proposed
                                   maximum     maximum
Title of            Amount         offering    aggregate       Amount of
securities          to be          price       offering        registration
to be registered    registered     per unit    price           fee

Deferred            $10,000,000    100%<2>     $10,000,000<2>  $3,030.30
Compensation
Obligations<1>

___________


<1>  The Deferred Compensation Obligations being registered
     are general unsecured obligations of The Macerich Company
     to pay deferred compensation in the future to
     participating members of a select group of management or
     highly compensated employees in accordance with the terms
     of The Macerich Company Deferred Compensation Plan for
     Executives (As Amended and Restated Effective as of
     January 1, 1998).

<2>  Estimated solely for the purpose of determining the
     registration fee.


PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents, which include the statement of availability required by Item 2 of Form S-8, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents of The Macerich Company (the "Company") filed with the Securities and Exchange Commission are incorporated herein by reference: (a) Annual Report on Form 10-K for the Company's fiscal year ended December 31, 1996; (b) Quarterly Reports on Form 10-Q for the Company's quarters ended March 31, June 30, and September 30 of 1997; (c) Current Report on Form 8-K for an event dated June 20, 1997; (d) Current Report on Form 8-K, as amended by Form 8-K/A, for an event dated August 6, 1997; and (e) The description of the Company's Common Stock contained in its Registration Statement filed on Form 8-A, dated March 9, 1994, as amended on Form 8-K, dated August 5, 1994, and any other amendment or reports filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into the prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES The Macerich Company Deferred Compensation Plan for Executives (As Amended and Restated Effective as of January 1, 1998) (the "Plan") provides a select group of management or highly compensated employees (the "Eligible Employees") of the Company and certain of its subsidiaries with the opportunity to defer the receipt of certain pre-tax cash compensation. The obligations of the Company under the Plan (the "Deferred Compensation Obligations") will be general unsecured obligations of the Company to pay deferred compensation in the future to participating Eligible Employees (the "Participants") in accordance with the terms of the Plan from the general assets of the Company, and will rank pari passu with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. The Deferred Compensation Obligations will be denominated and payable in United States dollars. Each Participant may elect to defer up to 50% of his or her salary and/or up to 100% of his or her bonus (reduced by the amount he or she could have deferred under any 401(k) plan), if any, payable with respect to a particular Plan Year. A Participant's salary deferrals are credited to the Participant's bookkeeping account ("Cash Deferral Account") maintained under the Plan. Each Participant's Cash Deferral Account is credited on a monthly basis with a deemed rate of earnings. With certain exceptions, Deferred Compensation Obligations will be paid after the Participant's Payment Eligibility Date, which is the first day of the month immediately following the day on which the Participant terminates employment or dies. The Participant may elect to receive (i) a cash lump-sum payment payable upon a specified date before or after the Payment Eligibility Date; (ii) a cash lump-sum payment payable upon the later of some specified date or the Payment Eligibility Date; (iii) a specified number of monthly installments, not to exceed 180, commencing on the later of a specified date or the Participant's Payment Eligibility Date. No amount payable under the Plan shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, voluntary or involuntary. Any attempt to dispose of any rights to benefits payable under the Plan shall be void. The Deferred Compensation Obligations are not subject to redemption, in whole or in part, prior to the individual payment dates selected by the Participants, except that Participants may withdraw all or a portion of the value of their Plan accounts under certain specified circumstances. However, the Company reserves the right to amend or terminate the Plan at any time. The total amount of the Deferred Compensation Obligations are not determinable because the amount will vary depending upon the level of participation by Eligible Employees and the amounts of their salaries and bonuses. The duration of the Plan is indefinite. The Deferred Compensation Obligations are not convertible into another security of the Company. The Deferred Compensation Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Company. Each Participant will be responsible for acting independently with respect to, among other things, the giving of notices, responding to any requests for consents, waivers or amendments pertaining to the Deferred Compensation Obligations, enforcing covenants and taking action upon a default by the Company. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The MGCL permits a corporation formed in Maryland to include in its charter a provision eliminating or limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for (i) active and deliberate dishonesty established by a final judgment as being material to that cause of action or (ii) actual receipt of an improper benefit or profit in money, property or services. The Company's Charter has incorporated such a provision which limits such liability to the fullest extent permitted by the MGCL. The Charter authorizes the Company to indemnify its present and former officers and directors and to pay or reimburse reasonable expenses in advance of the final disposition of the proceeding to the maximum extent permitted from time to time by the laws of Maryland. The Bylaws of the Company obligate it to indemnify and advance reasonable expenses to present and former directors and officers to the maximum extent permitted by Maryland law. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (i) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) the director or officer actually received an improper personal benefit, or (iii) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. In addition, the MGCL requires the Company, as conditions to advancing expenses, to obtain (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company as authorized by the applicable Bylaws or partnership agreement and (b) a written statement by him or on his behalf to repay the amount paid or reimbursed by the Company if it shall ultimately be determined that the standard of conduct was not met. The MGCL requires a corporation (unless its charter provides otherwise, which the Company's Charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation. The bylaws also (i) permit the Company to provide indemnification and advance expenses to a present or former director or officer who served a predecessor of the Company in such capacity, and to any employee or agent of the Company or a predecessor of the Company, (ii) provide that any indemnification or payment or reimbursement of the expenses permitted by the applicable bylaws shall be furnished in accordance with the procedures provided for indemnification and payment or reimbursement of expenses under Section 2-418 of the MGCL for directors of Maryland corporations and (iii) permit the Company to provide such other and further indemnification or payment or reimbursement of expenses as may be permitted by Section 2-418 of the MGCL for directors of Maryland corporations. The Partnership Agreement of the Operating Partnership also provides for indemnification of the Company and its officers and directors to the same extent that indemnification is provided to officers and directors of the Company in the Charter, and limits the liability of the Company and its officers and directors to the Operating Partnership and its partners to the same extent that liability of officers and directors of the Company is limited under the Charter. The Company and the Operating Partnership have entered into indemnification agreements with each of the Company's officers and directors. The indemnification agreements require, among other things, that the Company and the Operating Partnership indemnify the Company's officers and directors to the fullest extent permitted by law, and advance to the officers and directors all related reasonable expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. The Company and the Operating Partnership must also indemnify and advance all expenses incurred by officers and directors seeking to enforce their rights under the indemnification agreements, and cover officers and directors under the Company's directors' and officers' liability insurance. Although this form of indemnification agreement offers substantially the same scope of coverage afforded by provisions in the Charter and the Bylaws of the Company and the Partnership Agreement of the Operating Partnership, it provides greater assurance to directors and officers that indemnification will be available, because, as a contract, it cannot be modified unilaterally in the future by the Board of Directors, by the stockholders or by the partners of the Operating Partnership to eliminate the rights it provides. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS See the attached Exhibit Index. ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post- effective amendment shall be deemed to be a new regis- tration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California, on 12/11/97, 1997. By: /s/ Arthur M. Coppola Arthur M. Coppola Its: President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Arthur M. Coppola, Thomas E. O'Hern and Richard A. Bayer, and each of them, his true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Mace Siegel Chairman of the Board 12/10/97 Mace Siegel of Directors /s/ Dana K. Anderson Vice Chairman of the 12/10/97 Dana K. Anderson Board of Directors and Chief Operating Officer /s/ Arthur M. Coppola Director, President and 12/11/97 Arthur M. Coppola Chief Executive Officer (Principal Executive Officer) /s/ Edward C. Coppola Director, Executive Vice 12/10/97 Edward C. Coppola President and Director of Acquisitions /s/ James S. Cownie Director* 12/10/97 James S. Cownie /s/ Theodore S. Hochstim Director 12/10/97 Theodore S. Hochstim /s/ Fred S. Hubbell Director 12/10/97 Fred S. Hubbell Director _____________ Stanley A. Moore /s/ William P. Sexton Director* 12/10/97 Dr. William P. Sexton /s/ Thomas E. O'Hern Senior Vice President, 12/11/97 Thomas E. O'Hern Chief Financial Officer, and Treasurer (Principal Financial Officer and Principal Accounting Officer) ________________ *Member of Compensation Committee EXHIBIT INDEX Exhibit Sequentially Number Description Numbered Page 4.1 The Macerich Company Deferred Compensation Plan for Executives. 4.2 The Macerich Company Deferred Compensation Plan for Executives Initial Election Agreement. 4.3 The Macerich Company Deferred Compensation Plan for Executives Annual Election Agreement (included in Exhibit 4.2). 5. Opinion of Ballard Spahr Andrews & Ingersoll (opinion re legality). 23.1 Consent of Coopers & Lybrand LLP (Consent of Independent Accountants). 23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5). 24. Power of Attorney (included in this Registration Statement under "Signatures").


                    THE MACERICH COMPANY

                 DEFERRED COMPENSATION PLAN

                       FOR EXECUTIVES

  (As Amended and Restated Effective as of January 1, 1998)



                    THE MACERICH COMPANY

                 DEFERRED COMPENSATION PLAN

                       FOR EXECUTIVES

  (As Amended and Restated Effective as of January 1, 1998)


                      TABLE OF CONTENTS

                                                        Page


                          ARTICLE I
                    TITLE AND DEFINITIONS

1.1 - Title . . . . . . . . . . . . . . . . . . . . . . .  1

1.2 - Definitions . . . . . . . . . . . . . . . . . . . .  2

                         ARTICLE II
                        PARTICIPATION

2.1 - Participation . . . . . . . . . . . . . . . . . . .  7

                         ARTICLE III
                     DEFERRAL ELECTIONS

3.1 - Elections to Defer Compensation . . . . . . . . . .  8

3.2 - Investment Elections. . . . . . . . . . . . . . . .  9

                         ARTICLE IV
                    PARTICIPANT ACCOUNTS

4.1 - Deferral Account. . . . . . . . . . . . . . . . . . 13

4.2 - Company Matching Account. . . . . . . . . . . . . . 14

4.3 - Distribution Subaccounts. . . . . . . . . . . . . . 15

                          ARTICLE V
                           VESTING

5.1 - Deferral Account. . . . . . . . . . . . . . . . . . 16

5.2 - Company Matching Account. . . . . . . . . . . . . . 16

                         ARTICLE VI
                        DISTRIBUTIONS

6.1 - Time and Form of Distribution . . . . . . . . . . . 17

6.2 - Small Benefits. . . . . . . . . . . . . . . . . . . 19

6.3 - Change in Election of Time and Form of Election . . 19

                         ARTICLE VII
                   ADJUSTMENT OF PAYMENTS

7.1 - Hardship Distribution . . . . . . . . . . . . . . . 20

7.2 - Acceleration or Deferral of Benefit . . . . . . . . 21

                        ARTICLE VIII
                       ADMINISTRATION

8.1 - Members . . . . . . . . . . . . . . . . . . . . . . 22

8.2 - Committee Action. . . . . . . . . . . . . . . . . . 22

8.3 - Powers and Duties of the Committee. . . . . . . . . 23

8.4 - Construction and Interpretation . . . . . . . . . . 24

8.5 - Information . . . . . . . . . . . . . . . . . . . . 25

8.6 - Compensation, Expenses and Indemnity. . . . . . . . 25

8.7 - Quarterly Statements. . . . . . . . . . . . . . . . 26

                         ARTICLE IX
                        MISCELLANEOUS

9.1 - Unsecured General Creditor. . . . . . . . . . . . . 27

9.2 - Restriction Against Assignment. . . . . . . . . . . 27

9.3 - Withholding . . . . . . . . . . . . . . . . . . . . 28

9.4 - Amendment, Modification, Suspension or
     Termination. . . . . . . . . . . . . . . . . . . . . 29

9.5 - Governing Law . . . . . . . . . . . . . . . . . . . 29

9.6 - Receipt or Release. . . . . . . . . . . . . . . . . 29

9.7 - Payments on Behalf of Persons under Incapacity. . . 30

9.8 - Headings, etc. Not Part of Agreement. . . . . . . . 30

9.9 - Limitation on Participants' Rights. . . . . . . . . 30

                          ARTICLE X
                      CLAIMS PROCEDURE

10.1 - Claims Procedure . . . . . . . . . . . . . . . . . 31




                    THE MACERICH COMPANY
                 DEFERRED COMPENSATION PLAN
                       FOR EXECUTIVES
  (As Amended and Restated Effective as of January 1, 1998)


          This deferred compensation plan (the "Plan") was
originally adopted effective April 1, 1994, by THE MACERICH
COMPANY (the "Company") to provide supplemental retirement
income benefits through deferrals of salary and bonuses. 
The Plan is hereby amended and restated in its entirety as
set forth herein, effective January 1, 1998.

                          ARTICLE I
                    TITLE AND DEFINITIONS

1.1 - Title.  

          This Plan shall be known as The Macerich Company
Deferred Compensation Plan for Executives.

1.2 - Definitions.  

          Whenever the following words and phrases are used
in this Plan, with the first letter capitalized, they shall
have the meanings specified below. 

          "Account" or "Accounts" shall mean a Participant's
Deferral Account and/or Company Matching Account.

          "Beneficiary" means the person or persons,
including a trustee, personal representative or other
fiduciary, last designated in writing by a Participant in
accordance with procedures established by the Committee to
receive the benefits specified hereunder in the event of the
Participant's death.  If there is no valid Beneficiary
designation in effect, or if there is no surviving
designated Beneficiary, then the Participant's surviving
spouse shall be the Beneficiary.  If there is no surviving
spouse to receive any benefits payable in accordance with
the preceding sentence, the duly appointed and currently
acting personal representative of the Participant's estate
(which shall include either the Participant's probate estate
or living trust) shall be the Beneficiary.  In any case
where there is no such personal representative of the
Participant's estate duly appointed and acting in that
capacity within 90 days after the Participant's death (or
such extended period as the Committee determines is
reasonably necessary to allow such personal representative
to be appointed, but not to exceed 180 days after the
Participant's death), then Beneficiary shall mean the person
or persons who can verify by affidavit or court order to the
satisfaction of the Committee that they are legally entitled
to receive the benefits specified hereunder.  In the event
any amount is payable under the Plan to a minor, payment
shall not be made to the minor, but instead be paid (a) to
that person's living parent(s) to act as custodian, (b) if
that person's parents are then divorced, and one parent is
the sole custodial parent, to such custodial parent, or (c)
if no parent of that person is then living, to a custodian
selected by the Committee to hold the funds for the minor
under the Uniform Transfers or Gifts to Minors Act in effect
in the jurisdiction in which the minor resides.  If no
parent is living and the Committee decides not to select
another custodian to hold the funds for the minor, then
payment shall be made to the duly appointed and currently
acting guardian of the estate for the minor or, if no
guardian of the estate for the minor is duly appointed and
currently acting within 60 days after the date the amount
becomes payable, payment shall be deposited with the court
having jurisdiction over the estate of the minor.

          "Board of Directors" or "Board" shall mean the
Board of Directors of The Macerich Company.

          "Bonus" shall mean any incentive compensation
payable to a Participant in addition to the Participant's
Salary prior to any deferrals under this Plan or any salary
reduction contributions to a plan described in Section
401(k) of the Code or Section 125 of the Code.

          "Code" shall mean the Internal Revenue Code of
1986, as amended.

          "Committee" shall mean the Committee appointed
pursuant to Section 8.1 of this Plan.

          "Company" shall mean The Macerich Company, its
subsidiaries and successors and, where the context warrants,
The Macerich Partnership, L.P., Macerich Property Management
Company and Macerich Management Company.

          "Company Matching Account" shall mean the
bookkeeping account maintained by the Committee for each
Participant that is credited with an amount equal to (1) the
Company Matching Amount and (2) earnings or losses thereon
pursuant to Section 4.2.  

          "Company Matching Amount" shall mean an amount
equal to a percentage, determined by the Company in its sole
discretion, of the amount of Compensation deferred under the
Plan for the Plan Year.  Notwithstanding the foregoing, (1)
for the Plan Year beginning April 1, 1994, and ending on
December 31, 1994, the Company Matching Amount shall be 25%
of the Compensation deferred by the Participant, provided
that the Company Matching Amount shall not exceed 4% of the
sum of (a) the Participant's Salary payable for each pay
period in 1994 beginning after May 1, 1994 and (b) the
Participant's Bonus for the 1994 calendar year, and (2)  for
the Plan Year beginning January 1, 1997, the Company
Matching Amount shall be 25% of the amount of Compensation
deferred under the Plan for the 1997 Plan Year up to a
maximum of 5% of all of the Participant's Compensation for
the 1997 Plan Year.

          "Compensation" shall mean the Salary and Bonus
that the Participant is entitled to for services rendered to
the Company.

          "Deferral Account" shall mean the bookkeeping
account maintained by the Committee for each Participant
that is credited with amounts equal to (1) the portion of
the Participant's Salary that he or she elects to defer, (2)
the portion of the Participant's Bonus that he or she elects
to defer, and (3) earnings or losses thereon pursuant to
Section 4.1. 

          "Distribution Subaccounts" shall mean the
subaccounts of a Participant's Deferral Account and Company
Matching Account relating to Plan Years beginning before
January 1, 1998 established to separately account for
deferred Compensation and Company Matching Accounts (and
earnings or losses thereon) which were subject to different
distribution elections.  Effective January 1, 1998,
Distribution Subaccounts shall cease to exist, and the
amounts formerly allocated thereto shall be reallocated and
distributed as set forth in Section 4.3.

          "Earnings Rate" shall mean, for each Fund, an
amount equal to the net rate of gain or loss on the assets
of such Fund during a calendar month.

          "Effective Date" of this Restatement shall mean
January 1, 1998.

          "Eligible Employee" shall mean each key executive
of the Company designated by the Committee who is not
eligible to participate in the Macerich Company Deferred
Compensation Plan for Senior Executives.

          "Fund" or "Funds" shall mean one or more of the
investment funds designated in Section 3.2(a).

          "Participant" shall mean any Eligible Employee who
elects to defer compensation in accordance with Section 3.1

          "Payment Eligibility Date" shall mean the first
day of the month following the day on which a Participant
terminates employment or dies.

          "Plan" shall mean The Macerich Company Deferred
Compensation Plan for Executives set forth herein, now in
effect, or as amended from time to time.

          "Plan Year" shall mean the 12 consecutive month
period beginning on January 1 each year; provided, however,
that the first Plan Year was a short Plan Year beginning on
April 1, 1994 and ending on December 31, 1994.

          "Salary" shall mean the Participant's base pay
prior to any deferrals under this Plan or any salary
reduction contributions to a plan described in Section
401(k) of the Code or Section 125 of the Code.





                         ARTICLE II
                        PARTICIPATION

2.1 - Participation.

          Participation in the Plan is voluntary.  Each
Eligible Employee who was a Participant in the Plan
immediately before the Effective Date shall continue as a
Participant.  Any other Eligible Employee shall become a
Participant in the Plan by electing to defer Compensation in
accordance with Section 3.1.




                         ARTICLE III
                     DEFERRAL ELECTIONS

3.1 - Elections to Defer Compensation.

          (a)  Elections to Defer.  Each Eligible Employee
may elect to defer Compensation for any Plan Year by filing
with the Committee an election that conforms to the
requirements of this Section 3.1, on a form provided by the
Committee, no later than the December 15 immediately
preceding such Plan Year (or such later date that the
Committee determines, but in no event later than Decem-
ber 31).  The Committee shall notify each Eligible Employee
of his or her eligibility to participate in the Plan at
least 10 days prior to the time he or she must file an
election for participation.  Each participation election
shall signify the portion of the Eligible Employee's Salary
and/or Bonus that he or she elects to defer.

          (b)  Amount of Deferrals.  The amount of Compensa-
tion which an Eligible Employee may elect to defer is as
follows:

          (1)  Any percentage of Salary up to 50%, which
               shall be deferred ratably over the Plan Year;
               and/or

          (2)  Any percentage of Bonus, if any, up to 100%
               minus the maximum amount of the Bonus which
               the Eligible Employee could have deferred
               under any qualified cash or deferred
               arrangements as described in Section 401(k)
               of the Code (a "401(k) Plan") without
               violating Section 402(g) of the Code or the
               maximum elective contributions permitted
               under the terms of the 401(k) Plan.

          (c)  Effect of Election.  An election to defer
Salary for a Plan Year shall apply to all Salary earned
during each pay period beginning in such Plan Year, and an
election to defer Bonuses for a Plan Year shall apply to any
Bonus paid during such Plan Year.  Notwithstanding the
foregoing, an Eligible Employee whose initial employment
with the Company commences during a Plan Year may elect to
participate in the Plan during such Plan Year by filing such
written application with the Committee no later than the
30th day following his or her employment commencement date. 
Such election shall be effective with respect to Salary
and/or Bonus, as the case may be, earned after the filing of
such election.

          (d)  Irrevocability.  Any election filed pursuant
to this Section 3.1 shall be irrevocable for the Plan Year
to which such election applies.

3.2 - Investment Elections.

          (a)  At the time of making the first deferral
election described in Section 3.1 which will be effective on
or after January 1, 1998, the Participant shall designate,
on a form provided by the Committee, the Fund or Funds in
which the Participant's deferrals under such election (and
any subsequent deferral elections) and corresponding Company
Matching Amounts will be deemed to be invested for purposes
of determining the amount of earnings or losses to be
credited to the Participant's Accounts.  As of January 1,
1998, the Funds shall be the following:  

          1.   Northwestern Mutual Life Guaranteed Interest
               Fund 
          2.   Northwestern Mutual Life Money Market
               Portfolio
          3.   Northwestern Mutual Life Select Bond
               Portfolio
          4.   Northwestern Mutual Life High Yield Bond
               Portfolio
          5.   Northwestern Mutual Life Balanced Portfolio
          6.   Northwestern Mutual Life Index 500 Stock
               Portfolio
          7.   Northwestern Mutual Life Growth & Income
               Stock Portfolio
          8.   Northwestern Mutual Life Growth Stock
               Portfolio
          9.   Northwestern Mutual Life International Equity
               Portfolio
          10.  Northwestern Mutual Life Aggressive Growth
               Stock Portfolio

          (b)  Each Participant who has a balance credited
to his or her Deferral Account or Company Matching Account
on December 31, 1997 may file a written election with the
Committee no later than December 15, 1997 (or such later
date that the Committee determines, but in no event later
than December 31, 1997) specifying the Fund or Funds
described in subsection (a) above that such balances will be
deemed to be invested in as of January 1, 1998 for purposes
of determining the amount of earnings or losses to be
credited to the Accounts after such date.  Any amounts in a
Participant's Deferral Account or Company Matching Account
on December 31, 1997 with respect to which the Participant
does not file an election at the time specified in the
immediately preceding sentence shall be deemed to be
invested in the Northwestern Mutual Life Money Market
Portfolio (the "Money Market Portfolio") unless and until a
different election is made pursuant to Section 3.2(c). 

          (c)  In making the designation pursuant to this
Section 3.2, the Participant must specify, in whole numbers,
the percentage of his or her Deferral Account and Company
Matching Account which shall be deemed to be invested in one
or more of the Funds.  A Participant may not choose more
than five of the Funds.  Effective as of the end of any
calendar month, a Participant may change the designation
made under this Section 3.2 by filing an election, on a form
provided by the Committee, by the 25th day of such month. 
If a Participant fails to elect a Fund under this Section
3.2, he or she shall be deemed to have elected the Money
Market Portfolio.

          (d)  The Earnings Rate of each Fund shall be used
to determine the amount of earnings or losses to be credited
to the Participant's Accounts under Article IV.  The Company
reserves the right to increase or decrease the number of the
Funds listed in Section 3.2(a), as well as the right to
designate other investment funds as the Funds (instead of
those currently listed in Section 3.2(a)) for purposes of
this Plan.  

          (e)  Notwithstanding the Participant's ability to
designate the Funds in which his or her Accounts shall be
deemed to be invested, the Company shall have no obligation
to invest any funds in accordance with any Participant's
election.  A Participant's Accounts shall merely be
bookkeeping entries on the Company's books, and no
Participant shall obtain any interest in any Funds.





                         ARTICLE IV
                    PARTICIPANT ACCOUNTS

4.1 - Deferral Account.

          The Committee shall establish and maintain a
Deferral Account for each Participant under the Plan.  Each
Participant's Deferral Account shall be divided into
separate subaccounts ("investment fund subaccounts"), each
of which corresponds to an investment fund elected by the
Participant pursuant to Section 3.2.  A Participant's
Deferral Account shall be credited as follows:  

          (a)  As of the last date of each month, the
     Committee shall credit the investment fund subaccounts
     of the Participant's Deferral Account with an amount
     equal to Salary deferred by the Participant during each
     pay period ending in that month in accordance with the
     Participant's election under Section 3.2(a); that is,
     the portion of the Participant's deferred Salary that
     the Participant has elected to be deemed to be invested
     in a certain Fund shall be credited to the investment
     fund subaccount corresponding to that Fund;

          (b)  As of the last day of the month in which the
     Bonus or partial Bonus would have been paid, the
     Committee shall credit the investment fund subaccounts
     of the Participant's Deferral Account with an amount
     equal to the portion of the Bonus deferred by the
     Participant's election under Section 3.2(a); that is,
     the portion of the Participant's deferred Bonus that
     the Participant has elected to be deemed to be invested
     in a particular Fund shall be credited to the
     investment fund subaccount corresponding to that Fund;
     and 

          (c)  As of the last day of each month, each
     investment fund subaccount of a Participant's Deferral
     Account shall be credited with earnings or losses in an
     amount equal to that determined by multiplying the
     balance of such investment fund subaccount as of the
     last day of the preceding month by the Earnings Rate
     for the corresponding Fund.

4.2 - Company Matching Account.

          The Committee shall establish and maintain a
separate Company Matching Account for each Participant under
the Plan.  Each Participant's Company Matching Account shall
be divided into separate investment fund subaccounts
corresponding to the investment funds elected by the
Participant pursuant to Section 3.2.  A Participant's
Company Matching Account shall be credited as follows:

          (a)  As of the last day of each Plan Year or at
     more frequent intervals as determined by the Committee,
     the Company shall credit the investment fund
     subaccounts of the Participant's Company Matching
     Account with an amount equal to the Company Matching
     Amount, if any, applicable to that Participant; that
     is, the portion of the Company Matching Amount, if any,
     which the Participant elected to be deemed to be
     invested in a certain Fund shall be credited to the
     corresponding investment fund subaccount; and 

          (b)  As of the last day of each month, each
     investment fund subaccount of a Participant's Company
     Matching Amount shall be credited with earnings or
     losses in an amount equal to that determined by
     multiplying the balance of such investment fund
     subaccount as of the last day of the preceding month by
     the Earnings Rate for the corresponding Fund.

4.3 - Distribution Subaccounts.

          Prior to January 1, 1998, each Participant's
Deferral Account and each Participant's Company Matching
Account was divided into Distribution Subaccounts as
necessary to account for the amounts payable under different
distribution options elected by a Participant with respect
to compensation deferred for Plan Years beginning on or
before January 1, 1998.  Effective January 1, 1998, such
Distribution Subaccounts shall cease to exist, and the
amounts credited to such Distribution Subaccounts shall be
allocated to the investment subaccounts of each Participant
in accordance with each Participant's investment elections
under Section 3.2(b) or 3.2(c).  Notwithstanding any
distribution options elected by a Participant with respect
to such Distribution Subaccounts, distribution of the
amounts so reallocated shall be made in accordance with the
provisions of Article VI as in effect on or after January 1,
1998.

                          ARTICLE V
                           VESTING

5.1 - Deferral Account.

          A Participant's Deferral Account shall at all
times be 100% vested.  

5.2 - Company Matching Account.

          A Participant's Company Matching Account shall at
all times be 100% vested.





                         ARTICLE VI
                        DISTRIBUTIONS

6.1 - Time and Form of Distribution.

          (a)  The amount credited to a Participant's
Deferral Account and the amount credited to his or her
Company Matching Account shall be paid to the Participant
(or, in the case of his or her death, Beneficiary) in the
form of a cash lump sum payment on his or her Payment
Eligibility Date.  Notwithstanding the foregoing, a
Participant may elect one of the following optional forms of
distribution, which election shall not be effective until
one year after such election is filed in writing with the
Committee:

               (1)  A cash lump sum payable on a specified
          date either before or after the Participant's
          Payment Eligibility Date;

               (2)  A cash lump sum payable on the later of
          some specified date or the Participant's Payment
          Eligibility Date;

               (3)  A specified number of substantially
          equal monthly installments (not to exceed 180)
          commencing on the later of a specified date or the
          Participant's Payment Eligibility Date; 

               (4)  A specified number of payments on
          specified dates, not to exceed ten payments, each
          payment constituting a specified percentage of the
          total amount credited to a Participant's Deferral
          Account and Company Matching Account as of the
          date of each such payment; or

               (5)  Any other method selected by the
          Participant which is approved by the Committee in
          its sole and absolute discretion.

          (b)  The Participant's Accounts shall continue to
     be credited monthly with earnings or losses pursuant to
     Article IV of the Plan until all amounts credited to
     his or her Accounts under the Plan have been
     distributed.

          (c)  For all purposes under this Plan, a
     Participant shall not be considered terminated from
     employment if the Participant remains employed by The
     Macerich Company, any of its subsidiaries, The Macerich
     Partnership, L.P., Macerich Property Management Company
     or Macerich Management Company.

          (d)  In the event of the death of a Participant,
     the benefits described in this Section 6.1 shall be
     paid to the Participant's Beneficiary in accordance
     with the Participant's election hereunder.

6.2 - Small Benefits.

          Notwithstanding anything herein contained to the
contrary, if the amount distributable in a form other than a
cash lump sum to a Participant (or to the Beneficiary of a
Participant as a result of the Participant's death) is less
than $10,000, such amount shall be paid in the form of a
cash lump sum to the Participant (or Beneficiary).

6.3 - Change in Election of Time and Form of Election.

          A Participant may change his or her distribution
election under Section 6.1 by filing a new election with the
Committee; provided, however, that no such election shall be
effective until one year after such election is filed in
writing with the Committee.





                         ARTICLE VII
                   ADJUSTMENT OF PAYMENTS

7.1 - Hardship Distribution.

          (a)  Upon written request of a Participant, the
Committee may, in its sole discretion, make a lump sum
payment to a Participant and/or accelerate the payment of
installment payments due to the Participant in order to meet
a severe financial hardship to the Participant resulting
from (1) a sudden and unexpected illness or accident of the
Participant or a dependent of the Participant, (2) loss of
the Participant's property due to casualty or (3) other
similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the
Participant.  However, no payment shall be made under this
Section 7.1 to the extent that a hardship is or may be
relieved (1) through reimbursement or compensation by
insurance or otherwise, (2) by liquidation of the
Participant's assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship, or
(3) by cessation of deferrals under the Plan effective for
the next Plan Year.  The amount of any hardship lump sum
payment and/or accelerated amount under this Section 7.1
shall not exceed the lesser of (1) the amount required to
meet the immediate financial need created by such hardship
or (2) the entire amounts credited to the Participant's
Accounts.  The amount of any such payments shall be deducted
from the amount credited to the Participant's Accounts, pro
rata from among each of the investment subaccounts of the
Participant's Deferral Account and Company Matching Account. 
The remaining amounts credited to a Participant's Accounts
shall be distributed in accordance with the Participant's
distribution election.

7.2 - Acceleration or Deferral of Benefit.

          Upon the petition of any Participant or
Beneficiary, the Committee may, in its sole discretion,
accelerate or defer the payment of any benefit payable to
such Participant or Beneficiary, the amount of any such
acceleration or deferred benefit to be subject to such
actuarial adjustment as the Committee may determine in its
sole discretion.





                        ARTICLE VIII
                       ADMINISTRATION

8.1 - Members.
          
          A Committee shall be appointed by, and serve at
the pleasure of, the Board of Directors.  The number of
members comprising the Committee shall be determined by the
Board, which may from time to time vary the number of
members.  A member of the Committee may resign by delivering
a written notice of resignation to the Board.  The Board may
remove any member by delivering a certified copy of its
resolution of removal to such member.  Vacancies in the
membership of the Committee shall be filled promptly by the
Board.

8.2 - Committee Action.  

          The Plan shall be administered by the Committee. 
The Committee shall act at meetings by affirmative vote of a
majority of the members of the Committee.  Any action
permitted to be taken at a meeting may be taken without a
meeting if, prior to such action, a written consent to the
action is signed by all members of the Committee and such
written consent is filed with the minutes of the proceedings
of the Committee.  A member of the Committee shall not vote
or act upon any matter which relates solely to himself or
herself as a Participant.  The Chairman or any other member
or members of the Committee designated by the Chairman may
execute any certificate or other written direction on behalf
of the Committee. 

8.3 - Powers and Duties of the Committee.

          (a)  The Committee, on behalf of the Participants
and their Beneficiaries, shall enforce the Plan in
accordance with its terms, shall be charged with the general
administration of the Plan, and shall have all powers
necessary to accomplish its purposes, including, but not by
way of limitation, the following:

               (1)  To determine all questions relating to
     the eligibility of employees to participate;

               (2)  To construe and interpret the terms and
     provisions of this Plan;

               (3)  To compute the Earnings Rate for each
     calendar month in accordance with the terms of the
     Plan;

               (4)  To compute and certify to the amount and
     kind of benefits payable to Participants and their
     Beneficiaries;

               (5)  To maintain all records that may be
     necessary for the administration of the Plan;

               (6)  To provide for the disclosure of all
     information and the filing or provision of all reports
     and statements to Participants, Beneficiaries or
     governmental agencies as shall be required by law;

               (7)  To make and publish such rules for the
     regulation of the Plan and procedures for the
     administration of the Plan as are not inconsistent with
     the terms hereof; and

               (8)  To appoint a plan administrator or any
     other agent, and to delegate to them such powers and
     duties in connection with the administration of the
     Plan as the Committee may from time to time prescribe.

8.4 - Construction and Interpretation.  

          The Committee shall have full discretion to
construe and interpret the terms and provisions of this
Plan, which interpretation or construction shall be final
and binding on all parties, including but not limited to the
Company and any Participant or Beneficiary.  The Committee
shall administer such terms and provisions in a uniform and
nondiscriminatory manner and in full accordance with any and
all laws applicable to the Plan.

8.5 - Information.

          To enable the Committee to perform its functions,
the Company shall supply full and timely information to the
Committee on all matters relating to the Compensation of all
Participants, their death or other cause of termination, and
such other pertinent facts as the Committee may require.

8.6 - Compensation, Expenses and Indemnity.

          (a)  The members of the Committee shall serve
without compensation for their services hereunder.

          (b)  The Committee is authorized at the expense of
the Company to employ such legal counsel as it may deem
advisable to assist in the performance of its duties
hereunder.  Expenses and fees in connection with the
administration of the Plan shall be paid by the Company.

          (c)  To the extent permitted by applicable state
law, the Company shall indemnify and save harmless the
Committee and each member thereof, the Board of Directors
and any delegate of the Committee who is an employee of the
Company against any and all expenses, liabilities and
claims, including legal fees to defend against such
liabilities and claims arising out of their discharge in
good faith of responsibilities under or incident to the
Plan, other than expenses and liabilities arising out of
willful misconduct.  This indemnity shall not preclude such
further indemnities as may be available under insurance
purchased by the Company or provided by the Company under
any bylaw, agreement or otherwise, as such indemnities are
permitted under state law.  

8.7 - Quarterly Statements.

          Under procedures established by the Committee, a
Participant shall receive a statement with respect to such
Participant's Accounts as soon as practicable following the
end of each calendar quarter ending on March 31, June 30,
September 30 or December 31.





                         ARTICLE IX
                        MISCELLANEOUS

9.1 - Unsecured General Creditor.  

          Participants and their Beneficiaries, heirs,
successors, and assigns shall have no legal or equitable
rights, claims, or interest in any specific property or
assets of the Company.  No assets of the Company shall be
held under any trust, or held in any way as collateral
security for the fulfilling of the obligations of the
Company under this Plan.  Any and all of the Company's
assets shall be, and remain, the general, unpledged,
unrestricted assets of the Company.  The Company's
obligation under the Plan shall be merely that of an
unfunded and unsecured promise of the Company to pay money
in the future, and the rights of the Participants and
Beneficiaries shall be no greater than those of unsecured
general creditors.  

9.2 - Restriction Against Assignment.  

          The Company shall pay all amounts payable
hereunder only to the person or persons designated by the
Plan and not to any other person or corporation.  No part of
a Participant's Accounts shall be liable for the debts,
contracts, or engagements of any Participant, his or her
Beneficiary, or successors in interest, nor shall a
Participant's Accounts be subject to execution by levy,
attachment, or garnishment or by any other legal or
equitable proceeding, nor shall any such person have any
right to alienate, anticipate, commute, pledge, encumber, or
assign any benefits or payments hereunder in any manner
whatsoever.  If any Participant, Beneficiary or successor in
interest is adjudicated bankrupt or purports to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge
any distribution or payment from the Plan, voluntarily or
involuntarily, the Committee, in its discretion, may cancel
such distribution or payment (or any part thereof) to or for
the benefit of such Participant, Beneficiary or successor in
interest in such manner as the Committee shall direct.  

9.3 - Withholding.  

          (a)  There shall be deducted from each payment
made under the Plan all taxes which are required to be
withheld by the Company in respect to such payment.  The
Company shall have the right to reduce any payment by the
amount of cash sufficient to provide the amount of said
taxes.

          (b)  In the event that a Participant defers
compensation in excess of the amount required to be withheld
for federal, state or local tax purposes, the Company shall
have the right to reduce any other payments to the
Participant by the amount sufficient to provide the amount
of said taxes.

9.4 - Amendment, Modification, Suspension or Termination. 

          The Company may amend, modify, suspend or
terminate the Plan in whole or in part, except that no
amendment, modification, suspension or termination shall
reduce any amounts allocated previously to a Participant's
Accounts.  In the event that this Plan is terminated, the
amounts credited to a Participant's Deferral Account and
Company Matching Account shall be distributed to the
Participant or, in the event of his or her death, to his or
her Beneficiary in a lump sum within thirty (30) days
following the date of termination.  The Company reserves the
right to change the Funds as described in Section 3.2(d).

9.5 - Governing Law. 

          To the extent not governed by federal law, this
Plan shall be construed, governed and administered in
accordance with the laws of the State of California.

9.6 - Receipt or Release.

          Any payment to a Participant or the Participant's
Beneficiary in accordance with the provisions of the Plan
shall, to the extent thereof, be in full satisfaction of all
claims against the Committee and the Company.  The Committee
may require such Participant or Beneficiary, as a condition
precedent to such payment, to execute a receipt and release
to such effect.

9.7 - Payments on Behalf of Persons under Incapacity.

          In the event that any amount becomes payable under
the Plan to a person who, in the sole judgment of the
Committee, is considered by reason of physical or mental
condition to be unable to give a valid receipt therefor, the
Committee may direct that such payment be made to any person
found by the Committee, in its sole judgment, to have
assumed the care of such person.  Any payment made pursuant
to such determination shall constitute a full release and
discharge of the Committee and the Company.

9.8 - Headings, etc. Not Part of Agreement.

          Headings and subheadings in this Plan are inserted
for convenience of reference only and are not to be
considered in the construction of the provisions hereof.

9.9 - Limitation on Participants' Rights.

          Participation in this Plan shall not give any
Eligible Employee the right to be retained in the Company's
employ or any right or interest in the Plan other than as
herein provided.  The Company reserves the right to dismiss
any Eligible Employee without any liability for any claim
against the Company, except to the extent provided herein.





                          ARTICLE X
                      CLAIMS PROCEDURE

10.1 - Claims Procedure.

     (a)  Claim.  A person who believes that he or she is
being denied a benefit to which he or she is entitled under
this Plan (hereinafter referred to as "Claimant") may file a
written request for such benefit with the Committee, setting
forth his or her claim.  The request must be addressed to
the Committee at the Company's then principal place of
business.

     (b)  Claim Decision.  Upon receipt of a claim, the
Committee shall advise the Claimant that a reply will be
forthcoming within ninety (90) days and shall, in fact,
deliver such reply within such period.  The Committee may,
however, extend the reply period for an additional ninety
(90) days for special circumstances.  If the claim is denied
in whole or in part, the Committee shall inform the Claimant
in writing, using language calculated to be understood by
the Claimant, setting forth:  (i) the specified reason or
reasons for such denial, (ii) the specific reference to
pertinent provisions of this Plan on which such denial is
based, (iii) a description of any additional material or
information necessary for the Claimant to perfect his or her
claim and an explanation why such material or such
information is necessary, (iv) appropriate information as to
the steps to be taken if the Claimant wishes to submit the
claim for review, and (v) the time limits for requesting a
review under subsection (c) below.

     (c)  Request for Review.  Within sixty (60) days after
the receipt by the Claimant of the written opinion described
above, the Claimant may request in writing that the
Committee review its determination.  Such request must be
addressed to the Committee at the Company's then principal
place of business.  The Claimant or his or her duly
authorized representative may, but need not, review the
pertinent documents and submit issues and comments in
writing for consideration by the Committee.  If the Claimant
does not request a review within such sixty (60) day period,
he or she shall be barred and estopped from challenging the
Company's determination.

     (d)  Review of Decision.  Within sixty (60) days after
the Committee's receipt of a request for review, after
considering all materials presented by the Claimant, the
Committee will inform the Claimant in writing, in a manner
calculated to be understood by the Claimant, of its decision
setting forth the specific reasons for the decision and
containing specific references to the pertinent provisions
of this Plan on which the decision is based.  If special
circumstances require that the sixty (60) day time period be
extended, the Committee will so notify the Claimant and will
render the decision as soon as possible, but no later than
one hundred twenty (120) days after receipt of the request
for review.  





          IN WITNESS WHEREOF, the Company has caused this
document to be executed by its duly authorized officers on
this 11th day of December, 1997.

                              THE MACERICH COMPANY

                              By /s/ Richard A. Bayer
                                ___________________________

                              By /s/ Thomas E. O'Hern
                                ___________________________




                   THE MACERICH COMPANY
                DEFERRED COMPENSATION PLAN
        1998 COMPENSATION DEFERRAL, INVESTMENT AND
                   DISTRIBUTION ELECTION

INSTRUCTIONS/PURPOSE:  This form is for Eligible Employees of
Macerich Company and its subsidiaries and successors (the
"Company") to enroll in The Macerich Company Deferred 
Compensation Plan (the "Plan") for calendar year 1998,
and/or to make or change their investment elections for existing
account balances and future deferrals.  To make deferral 
elections, complete Parts A and B.  To make investment 
elections, complete Parts A and C.  To make distribution elections, 
complete Parts A and D.  Employees should designate their 
beneficiary(ies) on a separate Beneficiary Designation Form. 

A.    EMPLOYEE INFORMATION

___________________________          _____-_____-_____
Name                                 Social Security Number

B.    DEFERRAL ELECTIONS 

     1.   Election to Defer Salary

          I elect to defer ___% (any percentage up to 50%) of my 
annual salary earned during the 1998 calendar year, commencing 
with the first pay period beginning in 1998 and ending with the 
last pay period beginning in 1998.  I understand that I may not 
revoke this election for the 1998 Plan Year and that, in order 
to defer any salary for the 1999 Plan Year (beginning on January 1, 
1999), I must submit a separate election form on or before 
December 24, 1998. 

     2.   Election to Defer Bonus

          I elect to defer __% (any percentage up to 50%) of my 
bonus (if any) paid during the 1998 Plan Year (reduced by the 
amount I could have deferred under any Macerich 401(k) plan).  
I understand that I may not revoke this election for the 1998 
Plan Year and that, in order to defer any of my bonus for the 
1999 Plan Year (beginning on January 1, 1999), I must submit a 
separate election form on or before December 24, 1998.  

C.   INVESTMENT ELECTION (existing account balances and
     future deferrals)

          I hereby elect to have my existing account balances 
and future deferrals deemed to be invested in the following 
Northwestern Mutual Life funds or portfolios, according to 
the percentages listed below, for purposes of determining the 
amount of earnings and losses to be credited to my account.  
Any deferrals for which no fund or portfolio is elected will 
be deemed to be invested in the Money Market Portfolio.  This 
investment election must be submitted to the Committee by the 
25th of a calendar month to be effective at the end of that month.
Elections submitted after the 25th will be effective at the end 
of the following month. Investment elections must total 100%.  
No more than five of the funds may be selected.

     Type of Fund                Percentage of Total Deferral

     Guaranteed Interest Fund           __________%
     Money Market Portfolio             __________%
     Select Bond Portfolio              __________%
     High Yield Bond Portfolio          __________%
     Balanced Portfolio                 __________%
     Index 500 Stock Portfolio          __________%
     Growth & Income Stock Portfolio    __________%
     Growth Stock Portfolio             __________%
     International Equity Portfolio     __________%
     Aggressive Growth Stock Portfolio  __________%
     
                                        Total 100 %


D.   TIMING AND FORM OF PAYMENT

          I hereby specify that payment of my deferred 
compensation under this election be made or begin as indicated 
below.

          THIS SUPERSEDES ALL PRIOR ELECTIONS.


% of Total     Payment Made or Payments Begin
   %           Payable promptly following my termination of 
               employment (for any reason including death,
               retirement or voluntary resignation)
   %           A cash lump sum payable promptly upon the later
               of my termination of employment for any
               reason or ____________________ [fill in date]
   %            ________________ [any number up to 120] monthly 
                installments beginning on the first day of the
                month following the later of my termination of 
                employment for any reason or _________________ 
                [fill in date]
   %            On ______________________ date 
                (must not be any sooner than 1/1/99)
   %            On ______________________ date (must 
                not be any sooner than 1/1/99) 
   %            On ______________________ date (must 
                not be any sooner than 1/1/99)
   %            On ______________________ date (must
                not be any sooner than 1/1/99)
100%            Total (must equal 100%)

ACKNOWLEDGMENT

           I acknowledge that I have read and am familiar with 
the terms of the Plan, and that I have elected to defer 
Compensation subject to all conditions and restrictions set 
forth in the Plan.  I understand that (1) I may not withdraw 
or take loans against any amounts I elect to defer (with the 
exception of a hardship distribution permitted by the Committee); 
(2) I may not retroactively change my decision to participate 
in the Plan for calendar year 1998; (3) all amounts credited 
to my accounts under the Plan will be paid to me (or my 
beneficiary) following my termination of employment with the 
Company, unless I file a timely Optional Distribution Election; 
(4) I assume all risk, and the Company is not responsible, for 
the investment performance of the Funds I have selected; (5) 
my accounts shall merely be bookkeeping entries on the 
Company's books, and I shall not obtain any interest in any 
Funds selected by the Committee; and (6) my right to receive 
benefits under the Plan is not secured in any way.  Also, 
I understand the investment elections made on this form will 
remain in effect until I make a change.



____________________     __________________________
Date                     Participant's Signature



     TO DEFER COMPENSATION FOR 1998, A PARTICIPANT MUST FILE
     THIS FORM WITH THE PLAN'S ADMINISTRATIVE COMMITTEE BY
     DECEMBER 31, 1997.




                                                  FILE NUMBER
                                                    858110   



                              December 12, 1997



The Macerich Company
233 Wilshire Boulevard, Suite 700
Santa Monica, California 90401

          Re:  The Macerich Company Deferred Compensation Plan
                    for Executives (As Amended and Restated
                    Effective as of January 1, 1998)
               Registration Statement on Form S-8
               dated December 15, 1997                          

Ladies and Gentlemen:

          We have served as Maryland counsel to The Macerich
Company, a Maryland corporation (the "Company"), in connection
with certain matters of Maryland law arising out of the
registration of $10,000,000 of Deferred Compensation Obligations
(the "Obligations") of the Company covered by the above-
referenced Registration Statement (the "Registration Statement"),
under the Securities Act of 1933, as amended (the "1933 Act"). 
The Obligations are to be issued by the Company pursuant to The
Macerich Company Deferred Compensation Plan for Executives (As
Amended and Restated Effective as of January 1, 1997) (the
"Plan").  Capitalized terms used but not defined herein shall
have the meanings given to them in the Registration Statement.

          In connection with our representation of the Company,
and as a basis for the opinion hereinafter set forth, we have
examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (hereinafter
collectively referred to as the "Documents"):

          1.   The Registration Statement, filed with the
Securities and Exchange Commission (the "Commission"), pursuant
to the 1933 Act, and the related form of prospectus in the form
in which it will be sent or given to employees of the Company in
accordance with Rule 428(b)(1) under the 1933 Act;

          2.   The charter of the Company (the "Charter"),
certified as of a recent date by the State Department of
Assessments and Taxation of Maryland (the "SDAT");

          3.   The Bylaws of the Company, certified as of a
recent date by its Secretary;

          4.   Resolutions adopted by the Board of Directors of
the Company relating to (i) the approval of the Plan and (ii) the
issuance and registration of the Obligations, certified as of a
recent date by the Secretary of the Company;

          5.   A certificate of the SDAT as to the good standing
of the Company, dated as of a recent date;

          6.   A certificate executed by Richard A. Bayer,
Secretary and General Counsel of the Company, dated December 11,
1997;

          7.   The Plan; and

          8.   Such other documents and matters as we have deemed
necessary or appropriate to express the opinion set forth in this
letter, subject to the assumptions, limitations and
qualifications stated herein.

          In expressing the opinion set forth below, we have
assumed, and so far as is known to us there are no facts
inconsistent with, the following:

          1.   Each of the parties (other than the Company)
executing any of the Documents has duly and validly executed and 
delivered each of the Documents to which such party is a
signatory, and such party's obligations set forth therein are
legal, valid and binding and are enforceable in accordance with
all stated terms.

          2.   Each individual executing any of the Documents on
behalf of a party (other than the Company) is duly authorized to
do so.

          3.   Each individual executing any of the Documents,
whether on behalf of such individual or another person, is
legally competent to do so.

          4.   All Documents submitted to us as originals are
authentic.  All Documents submitted to us as certified or
photostatic copies conform to the original documents.  All
signatures on all such Documents are genuine.  All public records
reviewed or relied upon by us or on our behalf are true and
complete.  All statements and information contained in the
Documents are true and complete.  There are no oral or written
modifications or amendments to the Documents, or waiver of any of
the provisions of the Documents, by action or omission of the
parties or otherwise.

          The phrase "known to us" is limited to the actual
knowledge, without independent inquiry, of the lawyers at our
firm who have performed legal services in connection with the
issuance of this opinion.

          Based upon the foregoing, and subject to the
assumptions, limitations and qualifications stated herein, it is
our opinion that:

          1.   The Company is a corporation duly incorporated and
existing under and by virtue of the laws of the State of Maryland
and is in good standing with the SDAT.

          2.   The Company has duly authorized the execution,
delivery and performance of the Plan and, when the Committee has
authorized and determined the term of Obligations in accordance
with the Plan and the Resolutions, the Obligations will be
validly issued securities of the Company and constitute the
legally binding obligations of the Company. 

          The foregoing opinion is limited to the substantive
laws of the State of Maryland and we do not express any opinion
herein concerning any other law.  We express no opinion as to
compliance with the securities (or "blue sky") laws or the real
estate syndication laws of the State of Maryland.

          We assume no obligation to supplement this opinion if
any applicable law changes after the date hereof or if we become
aware of any fact that might change the opinion expressed herein
after the date hereof.

          This opinion is being furnished to you solely for
submission to the Securities and Exchange Commission as an
exhibit to the Registration Statement and, accordingly, may not
be relied upon by, quoted in any manner to, or delivered to any
other person or entity.

          We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of the name
of our firm therein.  In giving this consent, we do not admit
that we are within the category of persons whose consent is
required by Section 7 of the 1933 Act.

                    Very truly yours,


                    /s/ BALLARD SPAHR ANDREWS & INGERSOLL


                                            Exhibit 23.1



               CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in the registration
statement of The Macerich Company on Form S-8 (and the related
prospectus), pertaining to The Macerich Company Deferred
Compensation Plan for Executives (As Amended and Restated
Effective as of January 1, 1998), of our report dated March 14,
1997, on our audits of the consolidated financial statements and
financial statement schedule of The Macerich Company as of
December 31, 1996 and 1995, and for the years then ended and the
period March 16, 1994 through December 31, 1994 and the combined
financial statements of Macerich Predecessor Affiliates for the
period January 1, 1994 through March 15, 1994, which report is
included in the Annual Report on Form 10-K.


/s/ COOPERS & LYBRAND L.L.P.

Los Angeles, California
December 11, 1997