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10-Q

                                                  SECURITIES AND EXCHANGE COMMISSION

                                                        Washington, D.C. 20549

                                                               FORM 10-Q

                                           QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                                                    SECURITIES EXCHANGE ACT OF 1934

                                   FOR QUARTER ENDED SEPTEMBER 30, 2000 COMMISSION FILE NO. 1-12504

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

           MARYLAND                                                            95-4448705
- -----------------------------------------------------            ------------------------------------------------
(State or other jurisdiction of incorporation                 (I.R.S. Employer Identification Number)
             or organization)

                                       401 Wilshire Boulevard, Suite 700, Santa Monica, CA 90401
- ---------------------------------------------------------------------------------------------------------------
                                           (Address of principal executive office)(Zip code)

                                   Registrant's telephone number, including area code (310) 394-6000
                                                                                    -------------------

                                                                  N/A
- ---------------------------------------------------------------------------------------------------------------
                                         (Former name, former address and former fiscal year,
                                                     if changed since last report)

Number of shares outstanding of the registrant's common stock, as of November 9, 2000.

                                       Common stock, par value $.01 per share: 34,174,850 shares
- ---------------------------------------------------------------------------------------------------------------

Indicate by check mark whether the registrant  (1) has filed all reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the  preceding  twelve (12) months (or such shorter  period that the  Registrant  was required to file such
report) and (2) has been subject to such filing requirements for the past ninety (90) days.


                           YES           X                          NO
                                    -----------                            ----------






                                                               Form 10-Q


                                                                 INDEX


                                                                                                        Page
                                                                                                        ----

Part I:  Financial Information
- ------------------------------

Item 1.  Financial Statements


             Consolidated balance sheets of the Company as of September 30, 2000 and
             December 31, 1999                                                                             1


             Consolidated statements of operations of the Company for the periods from
             January 1 through September 30, 2000 and 1999                                                 2


             Consolidated statements of operations of the Company for the periods from
             July 1, 2000 through September 30, 2000 and 1999
                                                                                                           3


             Consolidated statements of cash flows of the Company for the periods from
             January 1 through September 30, 2000 and 1999                                                 4



             Notes to condensed and consolidated financial statements                                      5 to 22


Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                                            23 to 34

Item 3.    Quantitative and Qualitative Disclosures About
           Market Risk                                                                                    35


Part II:   Other Information                                                                              36 to 38
- ----------------------------





                                                  THE MACERICH COMPANY (The Company)

                                                   CONSOLIDATED BALANCE SHEETS
                                             (Dollars in thousands, except share data)
                                                            (Unaudited)
                                                                                                September 30,         December 31,
                                                                                                     2000                 1999
                                                                                              -------------------    ---------------
                                         ASSETS:

Property, net                                                                                         $1,924,403         $1,931,415
Cash and cash equivalents                                                                                 35,799             40,455
Tenant receivables, including accrued overage rents of
     $927 in 2000 and $7,367 in 1999                                                                      27,978             34,423
Deferred charges and other assets, net                                                                    56,123             55,065
Investments in joint ventures and the Management Companies                                               268,684            342,935
                                                                                              -------------------    ---------------

               Total assets                                                                           $2,312,987         $2,404,293
                                                                                              ===================    ===============


                          LIABILITIES AND STOCKHOLDERS' EQUITY:

Mortgage notes payable:
     Related parties                                                                                    $133,281           $133,876
     Others                                                                                            1,121,707          1,105,180
                                                                                              -------------------    ---------------
     Total                                                                                             1,254,988          1,239,056
Bank notes payable                                                                                       101,722            160,671
Convertible debentures                                                                                   161,400            161,400
Accounts payable and accrued expenses                                                                     27,761             27,815
Due to affiliates                                                                                          2,524              6,969
Other accrued liabilities                                                                                 22,394             25,849
Preferred stock dividend payable                                                                           4,648              4,648
                                                                                              -------------------    ---------------
               Total liabilities                                                                       1,575,437          1,626,408
                                                                                              -------------------    ---------------

Minority interest in Operating Partnership                                                               148,845            157,599
                                                                                              -------------------    ---------------

Commitments and contingencies (Note 9)

Stockholders' equity:
      Series A cumulative convertible redeemable preferred stock, $.01 par value,
              3,627,131 shares authorized, issued and outstanding
              at September 30, 2000 and December 31, 1999                                                     36                 36
      Series B cumulative convertible redeemable preferred stock, $.01 par value,
              5,487,471 shares authorized, issued and outstanding
              at September 30, 2000 and December 31, 1999                                                     55                 55
     Common stock, $.01 par value, 100,000,000 shares
              authorized, 34,174,418 and 34,072,625 shares issued and
              outstanding at September 30, 2000 and December 31, 1999, respectively                          342                338
     Additional paid in capital                                                                          584,635            582,837

     Accumulated earnings                                                                                 11,790             43,514
     Unamortized restricted stock                                                                         (8,153)            (6,494)
                                                                                              -------------------    ---------------
              Total stockholders' equity                                                                 588,705            620,286
                                                                                              -------------------    ---------------

              Total liabilities and stockholders' equity                                              $2,312,987         $2,404,293
                                                                                              ===================    ===============




                              The accompanying notes are an integral part of these financial statements.

                                     - 1 -


                                    THE MACERICH COMPANY (The Company)

                                 CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Dollars in thousands, except share and per share amounts)
                                                  (Unaudited)

                                                                         Nine Months Ended September 30,
                                                                  -----------------------------------------------
                                                                          2000                      1999
                                                                  ---------------------     ---------------------
REVENUES:
     Minimum rents                                                            $142,920                  $153,474
     Percentage rents                                                            5,156                    10,594
     Tenant recoveries                                                          74,329                    72,785
     Other                                                                       6,091                     5,915
                                                                  ---------------------     ---------------------
         Total revenues                                                        228,496                   242,768
                                                                  ---------------------     ---------------------
EXPENSES:
     Shopping center expenses                                                   73,231                    72,537
     General and administrative expense                                          4,032                     4,083
     Interest expense:
         Related parties                                                         7,569                     7,559
         Others                                                                 74,492                    77,609
                                                                  ---------------------     ---------------------
         Total interest expense                                                 82,061                    85,168
                                                                  ---------------------     ---------------------

     Depreciation and amortization                                              44,632                    46,434
Equity in income of unconsolidated
     joint ventures and the Management Companies                                20,461                    16,692
(Loss) gain on sale of assets                                                   (1,297)                      162

                                                                  ---------------------     ---------------------
Income before extraordinary item, minority interest and
    cumulative effect of change in accounting principle                         43,704                    51,400
Extraordinary loss on early extinguishment of debt                                (984)                   (1,016)
Cumulative effect of change in accounting principle                               (963)                        -
                                                                  ---------------------     ---------------------
Income of the Operating Partnership                                             41,757                    50,384
Less minority interest in net income
     of the Operating Partnership                                                6,722                     9,795
                                                                  ---------------------     ---------------------
Net income                                                                      35,035                    40,589
Less preferred dividends                                                        13,945                    13,581
                                                                  ---------------------     ---------------------
Net income - available to common stockholders                                  $21,090                   $27,008
                                                                  =====================     =====================

Earnings per common share - basic:
Income before extraordinary item and cumulative effect
     of change in accounting principle                                           $0.68                     $0.82
     Extraordinary item                                                          (0.03)                    (0.03)
     Cumulative effect of change in accounting principle                         (0.03)                        -
                                                                  ---------------------     ---------------------
Net income per share - available to common stockholders                          $0.62                     $0.79
                                                                  =====================     =====================

Weighted average number of common shares
     outstanding - basic                                                    34,134,000                33,987,000
                                                                  =====================     =====================

Weighted average number of common shares
     outstanding - basic, assuming full conversion of
     Operating Partnership units outstanding                                45,084,000                46,286,000
                                                                  =====================     =====================
Earnings per common share - diluted:
Income before extraordinary item and cumulative effect
     of change in accounting principle                                           $0.66                     $0.81
     Extraordinary item                                                          (0.02)                    (0.02)
     Cumulative effect of change in accounting principle                         (0.02)                        -
                                                                  ---------------------     ---------------------
     Net income per share - available to common stockholders                     $0.62                     $0.79
                                                                  =====================     =====================
Weighted average number of common shares
     outstanding - diluted for EPS                                          45,084,000                46,286,000
                                                                  =====================     =====================


                                  The accompanying notes are an integral part of these financial statements.


                                     - 2 -


                                     THE MACERICH COMPANY (The Company)
                                   CONSOLIDATED STATEMENTS OF OPERATIONS
                          (Dollars in thousands, except share and per share amounts)
                                                 (Unaudited)

                                                                        Three Months Ended September 30,
                                                                  ---------------------------------------------
                                                                          2000                    1999
                                                                  ---------------------    --------------------
REVENUES:
     Minimum rents                                                             $47,839                 $51,569
     Percentage rents                                                            2,154                   3,446
     Tenant recoveries                                                          24,891                  25,509
     Other                                                                       2,053                   2,720
                                                                  ---------------------    --------------------
         Total revenues                                                         76,937                  83,244
                                                                  ---------------------    --------------------

EXPENSES:
     Shopping center expenses                                                   25,122                  25,316
     General and administrative expense                                            851                   1,240
     Interest expense:
         Related parties                                                         2,527                   2,506
         Others                                                                 24,435                  27,307
                                                                  ---------------------    --------------------
         Total interest expense                                                 26,962                  29,813
                                                                  ---------------------    --------------------



     Depreciation and amortization                                              15,064                  15,895
Equity in income of unconsolidated
     joint ventures and the Management Companies                                 7,353                   6,058
(Loss) gain on sale of assets                                                   (1,189)                    162

                                                                  ---------------------    --------------------
Income before extraordinary item and minority interest                          15,102                  17,200
Extraordinary loss on early extinguishment of debt                                (984)                    (28)
                                                                  ---------------------    --------------------
Income of the Operating Partnership                                             14,118                  17,172
Less minority interest in net income                              ---------------------    --------------------
     of the Operating Partnership                                                2,301                   3,307
                                                                  ---------------------    --------------------
Net income                                                                      11,817                  13,865
Less preferred dividends                                                         4,648                   4,740
                                                                  ---------------------    --------------------
Net income - available to common stockholders                                   $7,169                  $9,125
                                                                  =====================    ====================

Earnings per common share - basic:
Income before extraordinary item                                                 $0.24                   $0.27
Extraordinary item                                                               (0.03)                   0.00
                                                                  ---------------------    --------------------
Net income per share - available to common stockholders                          $0.21                   $0.27
                                                                  =====================    ====================

Weighted average number of common shares
     outstanding - basic                                                    34,162,000              34,044,000
                                                                  =====================    ====================
Weighted average number of common shares
     outstanding - basic, assuming full conversion of
     Operating Partnership units outstanding                                45,107,000              46,318,000
                                                                  =====================    ====================

Earnings per common share - diluted:

Income before extraordinary item                                                 $0.23                   $0.27
Extraordinary item                                                               (0.02)                   0.00
                                                                  ---------------------    --------------------
     Net income per share - available to common stockholders                     $0.21                   $0.27
                                                                  =====================    ====================
Weighted average number of common shares
     outstanding - diluted for EPS                                          45,107,000              46,318,000
                                                                  =====================    ====================



                                  The accompanying notes are an integral part of these financial statements.

                                     - 3 -


                                           THE MACERICH COMPANY (The Company)
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  (Dollars in thousands)
                                                        (Unaudited)
                                                                                        January 1 to September 30,
                                                                              ----------------------------------------------
                                                                                      2000                     1999
                                                                              ----------------------   ---------------------
Cash flows from operating activities:
     Net income - available to common stockholders                                          $21,090                 $27,008
     Preferred dividends                                                                     13,945                  13,581
                                                                              ----------------------   ---------------------
     Net income                                                                              35,035                  40,589
                                                                              ----------------------   ---------------------
     Adjustments to reconcile net income to
       net cash provided by operating activities:
     Extraordinary loss on early extinguishment of debt                                         984                   1,016
     Cumulative effect of change in accounting principle                                        963                       -
     Loss (gain) on sale of assets                                                            1,297                    (162)
     Depreciation and amortization                                                           44,632                  46,434
     Amortization of net discount (premium) on trust deed note payable                           25                     182
     Minority interest in net income of the Operating Partnership                             6,722                   9,795
     Changes in assets and liabilities:
          Tenant receivables, net                                                             5,482                   3,079
          Other assets                                                                       (1,185)                  9,583
          Accounts payable and accrued expenses                                                 (54)                 (1,228)
          Due to affiliates                                                                  (4,445)                      -
          Preferred stock dividend payable                                                        -                     320
          Other liabilities                                                                  (3,455)                (12,638)
                                                                              ----------------------   ---------------------
                   Total adjustments                                                         50,966                  56,381
                                                                              ----------------------   ---------------------
     Net cash provided by operating activities                                               86,001                  96,970
                                                                              ----------------------   ---------------------
Cash flows from investing activities:
     Acquisitions of property and improvements                                               (3,134)                 (4,918)
     Renovations and expansions of Centers                                                  (25,093)                (40,231)
     Tenant allowances                                                                       (3,307)                 (3,604)
     Deferred charges                                                                        (8,239)                (10,194)
     Equity in income of unconsolidated joint ventures
          and the Management Companies                                                      (20,461)                (16,692)
     Distributions from joint ventures                                                       97,909                  17,271
     Contributions to joint ventures                                                         (3,197)                (88,142)
     Loans to affiliates, net                                                                     -                 (82,393)
                                                                              ----------------------   ---------------------
     Net cash provided by (used in) investing activities                                     34,478                (228,903)
                                                                              ----------------------   ---------------------
Cash flows from financing activities:
     Proceeds from mortgages and notes payable                                              162,055                 335,931
     Payments on mortgages and notes payable                                               (205,097)               (125,529)
     Dividends and distributions to partners                                                (68,148)                (66,706)
     Dividends to preferred stockholders                                                    (13,945)                (13,581)
                                                                              ----------------------   ---------------------
     Net cash (used in) provided by financing activities                                   (125,135)                130,115
                                                                              ----------------------   ---------------------
     Net decrease in cash                                                                    (4,656)                 (1,818)

Cash and cash equivalents, beginning of period                                               40,455                  25,143
                                                                              ----------------------   ---------------------
Cash and cash equivalents, end of period                                                    $35,799                 $23,325
                                                                              ======================   =====================
Supplemental cash flow information:
     Cash payment for interest, net of amounts capitalized                                  $79,212                 $81,132
                                                                              ======================   =====================




                              The accompanying notes are an integral part of these financial statements.


                                     - 4 -



                                                  THE MACERICH COMPANY (The Company)

                                       NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                        (Dollars in thousands)
                                                              (Unaudited)



1.       Interim Financial Statements and Basis of Presentation:

         The accompanying  consolidated  financial  statements of The Macerich Company (the "Company") have been prepared in accordance
         with generally accepted  accounting  principles  ("GAAP") for interim financial  information and with the instructions to Form
         10-Q and  Article 10 of  Regulation  S-X.  They do not  include  all of the  information  and  footnotes  required by GAAP for
         complete financial statements and have not been audited by independent public accountants.

         The  unaudited  interim  consolidated  financial  statements  should  be read in  conjunction  with the  audited  consolidated
         financial  statements and related notes  included in the Company's  Annual Report on Form 10-K for the year ended December 31,
         1999.  In the opinion of  management,  all  adjustments  (consisting  of normal  recurring  adjustments)  necessary for a fair
         presentation  of the financial  statements  for the interim  periods have been made.  The results for interim  periods are not
         necessarily  indicative  of the results to be expected for a full year.  The  accompanying  consolidated  balance  sheet as of
         December 31, 1999 has been derived from the audited  financial  statements,  but does not include all  disclosure  required by
         GAAP.

         Certain  reclassifications  have been made in the 1999  consolidated  financial  statements  to conform to the 2000  financial
         statement presentation.

         In December 1999, the  Securities  and Exchange  Commission  issued Staff  Accounting  Bulletin 101,  "Revenue  Recognition in
         Financial  Statements,"  ("SAB 101") which became  effective  for periods  beginning  after  December 15, 1999.  This bulletin
         modified the timing of revenue  recognition for percentage rent received from tenants.  This change will defer  recognition of
         a significant  amount of percentage rent for the first three calendar  quarters into the fourth  quarter.  The Company applied
         this accounting  change as of January 1, 2000. The cumulative effect of this change in accounting  principle,  at the adoption
         date of January 1, 2000, including the pro rata share of joint ventures, was approximately $1,750,000.

         In June  1998,  the FASB  issued  Statement  of  Financial  Accounting  Standard  ("SFAS")  133,  "Accounting  for  Derivative
         Instruments  and Hedging  Activities,"  ("SFAS 133") which  requires  companies to record  derivatives  on the balance  sheet,
         measured at fair value.  Changes in the fair values of those  derivatives  will be accounted  for  depending on the use of the
         derivative  and  whether it  qualifies  for hedge  accounting.  The key  criterion  for hedge  accounting  is that the hedging
         relationship  must be highly  effective in achieving  offsetting  changes in fair value or cash flows.  In June 1999, the FASB
         issued SFAS 137,  "Accounting for Derivative  Instruments and Hedging Activities," which delays the implementation of SFAS 133
         from  January 1, 2000 to January 1, 2001.  In June 2000,  the FASB  issued SFAS No. 138,  "Accounting  for Certain  Derivative
         Instruments  and Certain  Hedging  Activities  - an  Amendment  of FASB  Statement  No.  133,"  ("SFAS138"),  which amends the
         accounting and reporting  standards of SFAS 133. The Company has determined the implementation of SFAS 133 and SFAS 138 should
         have a minor impact on its consolidated financial statements.

                                     - 5 -


                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)



         Earnings Per Share ("EPS")

         The  computation  of basic  earnings per share is based on net income and the weighted  average number of common shares
         outstanding for nine and three months ending  September 30, 2000 and 1999. The  convertible  debentures and convertible
         preferred  stock were not included in the  calculation  since the effect of their inclusion would be  anti-dilutive.  The
         Operating  Partnership  units ("OP units") not held by the Company have been included in the diluted EPS  calculation
         since they are  redeemable on a  one-for-one  basis for common stock.  The following table reconciles the basic and diluted
         earnings per share calculation:

                                                                           For the Nine Months Ended September 30,
                                                        -------------------------------------------------------------------------------
                                                        --------------------------------------  ---------------------------------------
                                                            2000                                    1999
                                                        --------------------------------------  ---------------------------------------
                                                            Net                                     Net
                                                           Income       Shares     Per Share       Income      Shares      Per Share
                                                        --------------------------------------  ---------------------------------------
                                                                            (In thousands, except per share data)
Net income                                                   $35,035                                 $40,589
Less:  Preferred stock dividends                              13,945                                  13,581
                                                        -------------                           -------------

Basic EPS:
Net income - available to common stockholders                 21,090       34,134       $0.62         27,008      33,987         $0.79

Diluted EPS:
Effect of dilutive securities:
     Conversion of OP units                                    6,722       10,950                      9,795      12,299
     Employee stock options and restricted stock             n/a - antidilutive for EPS               n/a - antidilutive for EPS
     Convertible preferred stock                             n/a - antidilutive for EPS               n/a - antidilutive for EPS
     Convertible debentures                                  n/a - antidilutive for EPS               n/a - antidilutive for EPS
                                                        --------------------------------------  ---------------------------------------

Net income - available to common stockholders                $27,812       45,084       $0.62        $36,803      46,286         $0.79
                                                        ======================================  =======================================



                                                                         For the Three Months Ended September 30,
                                                        ----------------------------------------------------------------------------
                                                        -------------------------------------  -------------------------------------
                                                           2000                                   1999
                                                        -------------------------------------  -------------------------------------
                                                            Net                                    Net
                                                          Income      Shares     Per Share       Income      Shares     Per Share
                                                        -------------------------------------  -------------------------------------
                                                                           (In thousands, except per share data)
Net income                                                  $11,817                                $13,865
Less:  Preferred stock dividends                              4,648                                  4,740
                                                        ------------                           ------------

Basic EPS:
Net income - available to common stockholders                 7,169      34,162        $0.21         9,125     34,044         $0.27

Diluted EPS:
Effect of dilutive securities:
     Conversion of OP units                                   2,301      10,945                      3,307     12,274
     Employee stock options and restricted stock             n/a - antidilutive for EPS             n/a - antidilutive for EPS
     Convertible preferred stock                             n/a - antidilutive for EPS             n/a - antidilutive for EPS
     Convertible debentures                                  n/a - antidilutive for EPS             n/a - antidilutive for EPS
                                                        -------------------------------------  -------------------------------------

Net income - available to common stockholders                $9,470      45,107        $0.21       $12,432     46,318         $0.27
                                                        =====================================  =====================================


                                     - 6 -


                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)

2.       Organization:

         The Company is  involved in the  acquisition,  ownership,  redevelopment,  management  and leasing of regional  and  community
         shopping  centers  located  throughout the United States.  The Company is the sole general  partner of, and owns a majority of
         the ownership  interests in, The Macerich  Partnership,  L.P., a Delaware limited  partnership (the "Operating  Partnership").
         The Operating  Partnership  owns or has an ownership  interest in 46 regional  shopping  centers and five  community  shopping
         centers  aggregating  approximately  41.5 million square feet of gross leasable area. These 51 regional and community shopping
         centers  are  referred  to  hereinafter  as  the  "Centers",   unless  the  context  otherwise  requires.  The  Company  is  a
         self-administered  and  self-managed  real estate  investment  trust ("REIT") and conducts all of its  operations  through the
         Operating  Partnership and the Company's three  management  companies,  Macerich  Property  Management  Company,  a California
         corporation,  Macerich Manhattan Management Company, a California  corporation,  and Macerich Management Company, a California
         corporation (collectively, the "Management Companies").

         The  Company  was  organized  to qualify as a REIT under the  Internal  Revenue  Code of 1986,  as  amended.  The 20%,
         as of September 30, 2000, limited partnership  interest of the  Operating  Partnership  not owned by the Company is
         reflected in these  financial  statements as minority interest.

3.       Investments in Unconsolidated Joint Ventures and the Management Companies:

         The following are the Company's  investments  in various joint  ventures.  The Operating Partnership's interest in each
         joint venture as of September 30, 2000 is as follows:

                                                                            The Operating Partnership's
         Joint Venture                                                              Ownership %
         -------------                                                             -----------

         Macerich Northwestern Associates                                               50%
         Manhattan Village, LLC                                                         10%
         MerchantWired, LLC                                                             9.5%
         Pacific Premier Retail Trust                                                   51%
         Panorama City Associates                                                       50%
         SDG Macerich Properties, L.P.                                                  50%
         West Acres Development                                                         19%

         The Operating  Partnership  also owns the non-voting  preferred  stock of Macerich  Management  Company and Macerich  Property
         Management  Company and is entitled to receive 95% of the distributable  cash flow of these two entities.  Macerich  Manhattan
         Management Company is a 100% subsidiary of Macerich Management Company.








                                     - 7 -




                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)


3.       Investments in Unconsolidated Joint Ventures and the Management Companies, Continued:

         The Company accounts for the Management Companies and joint ventures using the equity method of accounting.

         On February 18,  1999,  the  Company,  through a 51/49 joint  venture  with  Ontario  Teachers'  Pension Plan Board  ("Ontario
         Teachers") closed on the first phase of a two phase  acquisition of a portfolio of properties.  The phase one closing included
         the acquisition of three regional malls, the retail component of a mixed-use  development,  five contiguous properties and two
         non-contiguous  community  shopping  centers  comprising  approximately  3.6 million square feet for a total purchase price of
         approximately  $427,000.  The purchase price was funded with a $120,000 loan placed  concurrently  with the closing,  $140,400
         of debt from an  affiliate of the seller,  and $39,400 of assumed  debt.  The balance of the purchase  price was paid in cash.
         The Company's share of the cash component was funded with the proceeds from two  refinancings of centers and borrowings  under
         the  Company's  line of credit.  On July 12,  1999,  the Company  closed on the second  phase of the  acquisition.  The second
         phase  consisted  of  the  acquisition  of  the  office  component  of the  mixed-use  development  for a  purchase  price  of
         approximately  $111,000.  The  purchase  price was funded  with a $76,700  loan placed  concurrently  with the closing and the
         balance was paid in cash.  The Company's  share of the cash component was funded from  borrowings  under the Company's line of
         credit.

         On June 2, 1999, Macerich Cerritos, LLC ("Cerritos"),  a wholly-owned subsidiary of Macerich Management Company,  acquired Los
         Cerritos  Center in Cerritos,  California.  The total  purchase  price was  $188,000,  which was funded with  $120,000 of debt
         placed  concurrently  with the closing and a $70,800  loan from the  Company.  The  Company  funded this loan from  borrowings
         under a $60,000 bank loan agreement and the balance from the Company's line of credit.

         On October 26,  1999,  49% of the  membership  interests  of Macerich  Stonewood,  LLC  ("Stonewood"),  Cerritos  and Macerich
         Lakewood,  LLC  ("Lakewood"),  were sold to Ontario Teachers' and concurrently  Ontario Teachers' and the Company  contributed
         their 99%  collective  membership  interests in Stonewood and Cerritos and 100% of their  collective  membership  interests in
         Lakewood to Pacific Premier Retail Trust ("PPRT"),  a real estate  investment  trust,  owned  approximately 51% by the Company
         and 49% by Ontario  Teachers.  Lakewood,  Stonewood,  and Cerritos own Lakewood Mall,  Stonewood Mall and Los Cerritos Center,
         respectively.  The total value of the  transaction  was  approximately  $535,000.  The  properties  were  contributed  to PPRT
         subject to existing debt of $322,000.  The net cash proceeds to the Company were  approximately  $104,000  which were used for
         reduction of debt and for general corporate purposes.

         The results of these joint ventures are included for the period subsequent to their respective dates of acquisition.

         On October 27, 1999,  Albany Plaza,  a 145,462 square foot community  center,  which was owned 51% by the Macerich  Management
         Company, was sold.




                                     - 8 -




                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)


3.       Investments in Unconsolidated Joint Ventures and the Management Companies, Continued:

         On November 12, 1999,  Eastland Plaza, a 65,313 square foot community center,  which was 51% owned by the Macerich  Management
         Company, was sold.

         On  September  30, 2000,  Manhattan  Village,  a 551,847  square foot  regional  shopping  center,  which was owned 10% by the
         Operating Partnership, was sold.  The joint venture sold the property for $89,000, including a note receivable from the buyer
         for $79,000 at an interest rate of 8.75% payable monthly, until maturity, September 30, 2001.  A gain from sale of the property
         for $10,945 was recorded at September 30, 2000.

         Combined and condensed balance sheets and statements of operations are presented below for all  unconsolidated  joint ventures
         and the  Management  Companies,  followed by  information  regarding the Operating  Partnership's  beneficial  interest in the
         combined  operations.  Beneficial  interest is calculated  based on the  Operating  Partnership's  ownership  interests in the
         joint ventures and the Management Companies.




                                   COMBINED AND CONDENSED BALANCE SHEETS OF JOINT VENTURES
                                                AND THE MANAGEMENT COMPANIES


                                                                           September 30,        December 31,
                                                                               2000                 1999
                                                                           ---------------      ---------------
              Assets:
                  Properties, net                                              $2,055,253            $2,117,711
                  Other assets                                                    169,331                58,412
                                                                           ---------------      ---------------
                  Total assets                                                 $2,224,584            $2,176,123
                                                                           ===============      ===============


              Liabilities and partners' capital:
                  Mortgage notes payable                                       $1,461,522            $1,287,732
                  Other liabilities                                                50,482                62,891
                  The Company's capital                                           268,684               342,935
                  Outside partners' capital                                       443,896               482,565
                                                                          ----------------      ----------------
                  Total liabilities and partners' capital                      $2,224,584            $2,176,123
                                                                          ================      ================

















                                     - 9 -




                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)


3.   Investments in Unconsolidated Joint Ventures and the Management Companies - Continued:

                                           COMBINED STATEMENTS OF OPERATIONS OF JOINT VENTURES
                                                      AND THE MANAGEMENT COMPANIES

                                                                             Nine Months Ended September 30, 2000
                                                      ------------------------------------------------------------------------------------
                                                            SDG             Pacific
                                                          Macerich          Premier            Other            Mgmt
                                                      Properties, L.P.    Retail Trust     Joint Ventures     Companies         Total
                                                      ----------------- -----------------  ---------------  --------------  --------------

Revenues:
    Minimum rents                                              $66,190           $69,645          $19,473               -        $155,308
    Percentage rents                                             2,867             2,109            1,180               -           6,156
    Tenant recoveries                                           30,633            24,097            7,993               -          62,723
    Management fee                                                   -                 -                -          $9,151           9,151
    Other                                                        1,554             1,087            2,119             603           5,363
                                                      ----------------- -----------------  ---------------  --------------  --------------

Total revenues                                                 101,244            96,938           30,765           9,754         238,701
                                                      ----------------- -----------------  ---------------  --------------  --------------
Expenses:
     Shopping center expenses                                   37,733            26,602           12,153               -          76,488
     Interest expense                                           28,846            34,287            5,602            (240)         68,495
     Management Company expense                                      -                 -                -          10,651          10,651
     Depreciation and amortization                              17,523            15,011            2,284             806          35,624
                                                      ----------------- -----------------  ---------------  --------------  --------------
     Total operating expenses                                   84,102            75,900           20,039          11,217         191,258
                                                      ----------------- -----------------  ---------------  --------------  --------------

Gain (loss) on sale of assets                                       (3)                -           11,586            (475)         11,108
Cumulative effect of change in
     accounting principle                                       (1,139)             (397)             (21)              -          (1,557)
                                                      ----------------- -----------------  ---------------  --------------  --------------

     Net income (loss)                                         $16,000           $20,641          $22,291         ($1,938)        $56,994
                                                      ================= =================  ===============  ==============  ==============



                                           COMBINED STATEMENTS OF OPERATIONS OF JOINT VENTURES
                                                      AND THE MANAGEMENT COMPANIES

                                                                             Nine Months Ended September 30, 1999
                                                      ------------------------------------------------------------------------------------
                                                            SDG             Pacific
                                                          Macerich          Premier            Other            Mgmt
                                                      Properties, L.P.    Retail Trust     Joint Ventures     Companies         Total
                                                      ----------------- -----------------  ---------------  --------------  --------------

Revenues:
    Minimum rents                                              $63,903           $25,208          $18,954          $4,928        $112,993
    Percentage rents                                             5,384             1,450            1,393             205           8,432
    Tenant recoveries                                           31,079             8,574            8,326           2,169          50,148
    Management fee                                                   -                 -                -           6,466           6,466
    Other                                                        1,702               144              987             339           3,172
                                                      ----------------- -----------------  ---------------  --------------  --------------

Total revenues                                                 102,068            35,376           29,660          14,107         181,211
                                                      ----------------- -----------------  ---------------  --------------  --------------
Expenses:
     Shopping center expenses                                   37,948            10,236            9,809           2,017          60,010
     Interest expense                                           22,843            11,802            5,689           4,426          44,760
     Management Company expense                                      -                 -                -           8,334           8,334
     Depreciation and amortization                              16,225             5,828            3,253           2,002          27,308
                                                      ----------------- -----------------  ---------------  --------------  --------------
     Total operating expenses                                   77,016            27,866           18,751          16,779         140,412
                                                      ----------------- -----------------  ---------------  --------------  --------------

Gain on sale of assets                                               5                 -              983             220           1,208
                                                      ----------------- -----------------  ---------------  --------------  --------------

     Net income (loss)                                         $25,057            $7,510          $11,892         ($2,452)        $42,007
                                                      ================= =================  ===============  ==============  ==============




                                     - 10 -



                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)


3.       Investments in Unconsolidated Joint Ventures and the Management Companies - Continued:

                                                 COMBINED STATEMENTS OF OPERATIONS OF JOINT VENTURES
                                                           AND THE MANAGEMENT COMPANIES

                                                                                 Three Months Ended September 30, 2000
                                                      ---------------------------------------------------------------------------------------------
                                                              SDG               Pacific
                                                           Macerich             Premier              Other               Mgmt
                                                       Properties, L.P.       Retail Trust      Joint Ventures        Companies          Total
                                                      --------------------   ---------------   ------------------   ---------------   -------------

Revenues:
    Minimum rents                                                 $22,147           $23,569               $6,448                 -         $52,164
    Percentage rents                                                  637               861                  449                 -           1,947
    Tenant recoveries                                              10,638             8,166                3,474                 -          22,278
    Management fee                                                      -                 -                    -            $2,660           2,660
    Other                                                             503               496                1,415               412           2,826
                                                      --------------------   ---------------   ------------------   ---------------   -------------

Total revenues                                                     33,925            33,092               11,786             3,072          81,875
                                                      --------------------   ---------------   ------------------   ---------------   -------------
Expenses:
     Shopping center expenses                                      12,425             9,315                6,674                 -          28,414
     Interest expense                                              10,901            12,063                1,870               (79)         24,755
     Management Company expense                                         -                 -                    -             2,745           2,745
     Depreciation and amortization                                  6,289             5,439                  818               300          12,846
                                                      --------------------   ---------------   ------------------   ---------------   -------------
     Total operating expenses                                      29,615            26,817                9,362             2,966          68,760
                                                      --------------------   ---------------   ------------------   ---------------   -------------

Gain (loss) on sale of assets                                          (3)                -               11,526               (28)         11,495
                                                      --------------------   ---------------   ------------------   ---------------   -------------

     Net income                                                    $4,307            $6,275              $13,950               $78         $24,610
                                                      ====================   ===============   ==================   ===============   =============


                                                COMBINED STATEMENTS OF OPERATIONS OF JOINT VENTURES
                                                           AND THE MANAGEMENT COMPANIES

                                                                                 Three Months Ended September 30, 1999
                                                      ---------------------------------------------------------------------------------------------
                                                              SDG               Pacific
                                                           Macerich             Premier              Other               Mgmt
                                                       Properties, L.P.       Retail Trust      Joint Ventures        Companies          Total
                                                      --------------------   ---------------   ------------------   ---------------   -------------

Revenues:
    Minimum rents                                                 $21,355           $11,627               $6,391            $3,529         $42,902
    Percentage rents                                                1,830               519                  442               193           2,984
    Tenant recoveries                                              11,467             4,295                2,661             1,828          20,251
    Management fee                                                      -                 -                    -             2,368           2,368
    Other                                                             771               (23)                 411               124           1,283
                                                      --------------------   ---------------   ------------------   ---------------   -------------

Total revenues                                                     35,423            16,418                9,905             8,042          69,788
                                                      --------------------   ---------------   ------------------   ---------------   -------------
Expenses:
     Shopping center expenses                                      13,660             4,729                3,419             1,644          23,452
     Interest expense                                               7,654             5,403                1,895             3,407          18,359
     Management Company expense                                         -                 -                    -             2,615           2,615
     Depreciation and amortization                                  5,659             2,303                1,112             1,305          10,379
                                                      --------------------   ---------------   ------------------   ---------------   -------------
     Total operating expenses                                      26,973            12,435                6,426             8,971          54,805
                                                      --------------------   ---------------   ------------------   ---------------   -------------
Loss on sale of assets                                                  -                 -                    -               (80)            (80)
                                                      --------------------   ---------------   ------------------   ---------------   -------------

     Net income (loss)                                             $8,450            $3,983               $3,479           ($1,009)        $14,903
                                                      ====================   ===============   ==================   ===============   =============





                                     - 11 -




                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)

3.       Investments in Unconsolidated Joint Ventures and the Management Companies - Continued:


   Significant  accounting policies used by the unconsolidated joint ventures and the Management Companies are similar to those used
   by the Company.

   Included in mortgage  notes payable are amounts due to affiliates  of  Northwestern  Mutual Life ("NML") of $161,441 and $156,219
   for the periods ended September 30, 2000 and December 31, 1999,  respectively.  NML is considered a related party because it is a
   joint  venture  partner with the Company in Macerich  Northwestern  Associates.  Interest  expense  incurred on these  borrowings
   amounted to $7,306 and $4,710 for the nine months  ended  September  30, 2000 and 1999,  respectively;  and $2,661 and $2,245 for
   the three months ended September 30, 2000 and 1999, respectively.





































                                     - 12 -




                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)

3.        Investments in Unconsolidated Joint Ventures and the Management Companies - Continued:

                                        PRO RATA SHARE OF COMBINED AND CONDENSED STATEMENTS OF
                                      OPERATIONS OF JOINT VENTURES AND THE MANAGEMENT COMPANIES
                                      ----------------------------------------------------------

The following tables set forth the Operating Partnership's beneficial interest in the joint ventures and the Management Companies:
                                                                                   Nine Months Ended September 30, 2000
                                                         ------------------------------------------------------------------------------------------
                                                                SDG                Pacific
                                                             Macerich              Premier                Other             Mgmt
                                                         Properties, L.P.       Retail Trust         Joint Ventures      Companies        Total
                                                         ------------------  --------------------   ------------------  -------------  ------------

Revenues:
    Minimun rents                                                  $33,095               $35,519               $6,060              -       $74,674
    Percentage rents                                                 1,434                 1,076                  341              -         2,851
    Tenant recoveries                                               15,317                12,289                2,308              -        29,914
    Management fee                                                       -                     -                    -         $8,693         8,693
    Other                                                              777                   554                  351            573         2,255
                                                         ------------------  --------------------   ------------------  -------------  ------------
    Total revenues                                                  50,623                49,438                9,060          9,266       118,387
                                                         ------------------  --------------------   ------------------  -------------  ------------

Expenses:
     Shopping center expenses                                       18,867                13,567                3,306              -        35,740
     Interest expense                                               14,423                17,486                2,194           (228)       33,875
     Management Company expense                                          -                     -                    -         10,101        10,101
     Depreciation and amortization                                   8,762                 7,656                1,002            766        18,186
                                                         ------------------  --------------------   ------------------  -------------  ------------
     Total operating expenses                                       42,052                38,709                6,502         10,639        97,902
                                                         ------------------  --------------------   ------------------  -------------  ------------

Gain (loss) on sale of assets                                           (3)                    -                1,217           (451)          763
Cumulative effect of change in accounting principle                   (570)                 (202)                 (15)             -          (787)
                                                         ------------------  --------------------   ------------------  -------------  ------------

     Net income (loss)                                              $7,998               $10,527               $3,760        ($1,824)      $20,461
                                                         ==================  ====================   ==================  =============  ============




                                                                                    Nine Months Ended September 30, 1999
                                                         ------------------------------------------------------------------------------------------
                                                                SDG                Pacific
                                                             Macerich              Premier                Other             Mgmt
                                                         Properties, L.P.       Retail Trust         Joint Ventures      Companies        Total
                                                         ------------------  --------------------   ------------------  -------------  ------------

Revenues:
    Minimun rents                                                  $31,951               $12,856               $5,826         $4,682       $55,315
    Percentage rents                                                 2,692                   739                  422            195         4,048
    Tenant recoveries                                               15,539                 4,373                2,369          2,060        24,341
    Management fee                                                       -                     -                    -          6,143         6,143
    Other                                                              851                    73                  199            322         1,445
                                                         ------------------  --------------------   ------------------  -------------  ------------
    Total revenues                                                  51,033                18,041                8,816         13,402        91,292
                                                         ------------------  --------------------   ------------------  -------------  ------------

Expenses:
     Shopping center expenses                                       18,974                 5,220                3,005          1,916        29,115
     Interest expense                                               11,421                 6,019                2,231          4,205        23,876
     Management Company expense                                          -                     -                    -          7,917         7,917
     Depreciation and amortization                                   8,112                 2,972                1,105          1,902        14,091
                                                         ------------------  --------------------   ------------------  -------------  ------------
     Total operating expenses                                       38,507                14,211                6,341         15,940        74,999
                                                         ------------------  --------------------   ------------------  -------------  ------------

Gain on sale of assets                                                   2                     -                  188            209           399
                                                         ------------------  --------------------   ------------------  -------------  ------------

     Net income (loss)                                             $12,528                $3,830               $2,663        ($2,329)      $16,692
                                                         ==================  ====================   ==================  =============  ============




                                     - 13 -




                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)

3.       Investments in Unconsolidated Joint Ventures and the Management Companies - Continued:

                                        PRO RATA SHARE OF COMBINED AND CONDENSED STATEMENTS OF
                                      OPERATIONS OF JOINT VENTURES AND THE MANAGEMENT COMPANIES
                                      ----------------------------------------------------------

The following tables set forth the Operating Partnership's beneficial interest in the joint ventures and the Management Companies:

                                                                                     Three Months Ended September 30, 2000
                                                           ------------------------------------------------------------------------------------------
                                                                 SDG                 Pacific
                                                               Macerich              Premier              Other              Mgmt
                                                           Properties, L.P.       Retail Trust        Joint Ventures      Companies        Total
                                                           -----------------   --------------------  -----------------   -------------  -------------

Revenues:
    Minimum rents                                                   $11,073                $12,020             $2,010               -        $25,103
    Percentage rents                                                    319                    440                122               -            881
    Tenant recoveries                                                 5,320                  4,164                925               -         10,409
    Management fee                                                        -                      -                  -          $2,528          2,528
    Other                                                               252                    253                201             392          1,098
                                                           -----------------   --------------------  -----------------   -------------  -------------
    Total revenues                                                   16,964                 16,877              3,258           2,920         40,019
                                                           -----------------   --------------------  -----------------   -------------  -------------

Expenses:
     Shopping center expenses                                         6,213                  4,751              1,459               -         12,423
     Interest expense                                                 5,450                  6,152                733             (75)        12,260
     Management company expense                                           -                      -                  -           2,609          2,609
     Depreciation and amortization                                    3,145                  2,774                346             285          6,550
                                                           -----------------   --------------------  -----------------   -------------  -------------
     Total operating expenses                                        14,808                 13,677              2,538           2,819         33,842
                                                           -----------------   --------------------  -----------------   -------------  -------------

Gain (loss) on sale of assets                                            (3)                     -              1,206             (27)         1,176

                                                           -----------------   --------------------  -----------------   -------------  -------------
     Net income                                                      $2,153                 $3,200             $1,926             $74         $7,353
                                                           =================   ====================  =================   =============  =============


                                                                                     Three Months Ended September 30, 1999
                                                           ------------------------------------------------------------------------------------------
                                                                 SDG                 Pacific
                                                               Macerich              Premier              Other              Mgmt
                                                           Properties, L.P.       Retail Trust        Joint Ventures      Companies        Total
                                                           -----------------   --------------------  -----------------   -------------  -------------

Revenues:
    Minimum rents                                                   $10,677                 $5,930             $1,966          $3,353        $21,926
    Percentage rents                                                    915                    264                122             184          1,485
    Tenant recoveries                                                 5,733                  2,191                778           1,736         10,438
    Management fee                                                        -                      -                  -           2,250          2,250
    Other                                                               385                    (12)                82             118            573
                                                           -----------------   --------------------  -----------------   -------------  -------------
    Total revenues                                                   17,710                  8,373              2,948           7,641         36,672
                                                           -----------------   --------------------  -----------------   -------------  -------------

Expenses:
     Shopping center expenses                                         6,830                  2,412              1,057           1,562         11,861
     Interest expense                                                 3,827                  2,756                746           3,237         10,566
     Management company expense                                           -                      -                  -           2,486          2,486
     Depreciation and amortization                                    2,829                  1,174                383           1,240          5,626
                                                           -----------------   --------------------  -----------------   -------------  -------------
     Total operating expenses                                        13,486                  6,342              2,186           8,525         30,539
                                                           -----------------   --------------------  -----------------   -------------  -------------

Gain on sale of assets                                                    -                      -                  -             (75)           (75)
                                                           -----------------   --------------------  -----------------   -------------  -------------
     Net income (loss)                                               $4,224                 $2,031               $762           ($959)        $6,058
                                                           =================   ====================  =================   =============  =============








                                     - 14 -




                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)

4.       Property:

         Property is summarized as follows:

                                                                        September 30,             December 31,
                                                                             2000                     1999
                                                                     ---------------------    ---------------------

              Land                                                               $397,666                 $399,172
              Building improvements                                             1,684,392                1,603,348
              Tenant improvements                                                  54,308                   49,654
              Equipment and furnishings                                            11,971                   11,272
              Construction in progress                                             56,708                  111,089
                                                                     ---------------------    ---------------------
                                                                                2,205,045                2,174,535

              Less, accumulated depreciation                                     (280,642)                (243,120)
                                                                     ---------------------    ---------------------

                                                                               $1,924,403               $1,931,415
                                                                     =====================     =====================

































                                     - 15 -




                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)

5.       Mortgage Notes Payable:

         Mortgage notes payable at September 30, 2000 and December 31, 1999 consist of the following:

                                                                  Carrying Amount of Notes
                                                ------------------------------------------------------------
                                                     2000                           1999
                                                -----------------------------  -----------------------------
Property Pledged                                                  Related                        Related      Interest          Payment           Maturity
   As Collateral                                    Other          Party           Other          Party         Rate             Terms               Date
- ----------------------------------------------  --------------- -------------  --------------- ------------- ------------    ---------------  -----------------

Wholly Owned Centers:

Capitola Mall                                             ----       $36,694             ----       $36,983        9.25%             316 (a)        2001
Carmel Plaza                                           $28,692          ----          $28,869          ----        8.18%             202 (a)        2009
Chesterfield Towne Center                               63,786          ----           64,358          ----        9.07%              548(b)        2024
Citadel                                                 72,421          ----           73,377          ----        7.20%              554(a)        2008
Corte Madera, Village at                                71,477          ----           71,949          ----        7.75%              516(a)        2009
Crossroads Mall-Boulder (c)                               ----        34,587             ----        34,893        7.08%              244(a)        2010
Fresno Fashion Fair                                     69,000          ----           69,000          ----        6.52%      interest only         2008
Greeley Mall                                            15,560          ----           16,228          ----        8.50%              187(a)        2003
Green Tree Mall/Crossroads - OK/
     Salisbury (d)                                     117,714          ----          117,714          ----        7.23%      interest only         2004
Holiday Village                                           ----        17,000             ----        17,000        6.75%      interest only         2001
Northgate Mall                                            ----         25,000            ----        25,000        6.75%      interest only         2001
Northwest Arkansas Mall                                 61,285          ----           62,080          ----        7.33%              434(a)        2009
Parklane Mall                                             ----        20,000             ----        20,000        6.75%      interest only         2001
Queens Center                                           99,549          ----          100,000          ----        6.88%              633(a)        2009
Rimrock Mall                                            29,999          ----           30,445          ----        7.70%              244(a)        2003
Santa Monica Place (e)                                  85,000          ----           80,000          ----        8.39%      interest only         2001
South Plains Mall                                       64,224          ----           64,623          ----        8.22%              454(a)        2009
South Towne Center                                      64,000          ----           64,000          ----        6.61%      interest only         2008
Valley View Center                                      51,000          ----           51,000          ----        7.89%      interest only         2006
Villa Marina Marketplace                                58,000          ----           58,000          ----        7.23%      interest only         2006
Vintage Faire Mall (f)                                  70,000          ----           53,537          ----        7.89%              508(a)        2010
Westside Pavilion                                      100,000          ----          100,000          ----        6.67%      interest only         2008
                                                --------------- -------------  --------------- -------------
         Total - Wholly Owned Centers               $1,121,707      $133,281       $1,105,180      $133,876
                                                --------------- -------------  --------------- -------------

















                                     - 16 -



                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)

5.       Mortgage Notes Payable, Continued:

         Mortgage notes payable at September 30, 2000 and December 31, 1999 consist of the following:

                                                                  Carrying Amount of Notes
                                                ------------------------------------------------------------
                                                     2000                           1999
                                                -----------------------------  -----------------------------
Property Pledged                                                  Related                        Related      Interest          Payment           Maturity
   As Collateral                                    Other          Party           Other          Party         Rate             Terms               Date
- ----------------------------------------------  --------------- -------------  --------------- ------------- ------------    ---------------  -----------------

Joint Venture Centers (at pro rata share):

Broadway Plaza (50%) (g)                                     -       $36,204                -       $36,690        6.68%             257 (a)        2008
Pacific Premier Retail Trust (51%) (g):
    Cascade Mall                                       $13,409             -          $13,837             -        6.50%             122 (a)        2014
    Kitsap Mall/Kitsap Place (h)                        31,110             -           20,452             -        8.06%             450 (a)        2010
    Lakewood Mall (i)                                   64,770                         64,770             -        7.20%      interest only         2005
    Lakewood Mall (j)                                    8,224             -                -             -        8.88%      interest only         2002
    Los Cerritos Center                                 60,363                         60,909             -        7.13%              421(a)        2006
    North Point Plaza                                    1,838             -            1,889             -        6.50%              16 (a)        2015
    Redmond Town Center - Retail                        32,329             -           32,743             -        6.50%             224 (a)        2011
    Redmond Town Center - Office (k)                         -        45,407                -        42,248        6.77%             298 (a)        2009
    Stonewood Mall (l)                                  38,250                         38,250             -        8.38%      interest only         2001
    Washington Square                                   59,705             -           60,471             -        6.70%             421 (a)        2009
    Washington Square Too                                6,374             -            6,533             -        6.50%              53 (a)        2016
SDG Macerich Properties L.P. (50%) (g)                 186,923             -          159,282             -        6.70% (m)       1,120 (a)        2006
SDG Macerich Properties L.P. (50%) (g)                  92,250             -           92,500             -        7.12% (m)  interest only         2003
SDG Macerich Properties L.P. (50%) (g)                  40,700             -                -             -        7.00% (m)  interest only         2006
West Acres Center (19%) (g) (n)                          7,600             -            7,600             -        6.52%      interest only         2009

                                                --------------- -------------  --------------- -------------
Total - Joint Venture Centers                         $643,845       $81,611         $559,236       $78,938
                                                --------------- -------------  --------------- -------------

                                                --------------- -------------  --------------- -------------
Total - All Centers                                 $1,765,552      $214,892       $1,664,416      $212,814
                                                =============== =============  =============== =============


(a)      This represents the monthly payment of principal and interest.

(b)      This amount  represents the monthly payment of principal and interest.  In addition,  contingent  interest,  as defined in the
              loan  agreement,  may be due to the extent that 35% of the amount by which the  property's  gross  receipts  (as
              defined in the loan agreement) exceeds a base amount specified therein.  Contingent  interest expense recognized
              by the Company was $250 and $14 for the nine and three months ended September 30, 2000,  respectively;  and $192
              and $52 for the nine and three months ended September 30, 1999, respectively.

(c)      This note was issued at a discount.  The discount is being  amortized  over the life of the loan using the effective  interest
              method.  At September 30, 2000 and December 31, 1999 the unamortized discount was $339 and $364, respectively.


                                     - 17 -




                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)

5.       Mortgage Notes Payable, Continued:

(d)      This loan is cross collateralized by Green Tree Mall, Crossroads Mall-Oklahoma and the Centre at Salisbury.


(e)      The loan bears  interest  at LIBOR plus  1.75%.  In  addition,  the Company  can  increase  the loan amount up to $90,000.  On
              October 2, 2000, the Company refinanced this loan with a 10 year fixed rate $85,000 loan bearing interest at 7.70%.

(f)      On August  31,  2000,  the  Company  refinanced  the debt on Vintage  Faire.  The old loan was paid in full and a new note was
              issued for $70,000  bearing  interest at a fixed rate of 7.89% and  maturing  September 1, 2010.  The Company  incurred a
              loss on early extinguishment of the old debt in 2000 of $984.

(g)      Reflects the Company's pro rata share of debt.

(h)      In connection  with the acquisition of this Center,  the joint venture assumed $39,425 of debt. At acquisition,  this debt was
              recorded at fair value of $41,475 which included an unamortized  premium of $2,050.  This premium was being  amortized as
              interest  expense  over the life of the loan using the  effective  interest  method.  The joint  venture's  monthly  debt
              service  was $349 and was  calculated  based on an 8.60%  interest  rate.  At  December  31,  1999,  the joint  venture's
              unamortized  premium  was $1,365.  On June 1, 2000,  the joint  venture  paid off in full the old debt and a new note was
              issued for  $61,000  bearing  interest at a fixed rate of 8.06% and  maturing  June 2010.  The new loan is interest  only
              until  December 31, 2001.  Effective  January 1, 2002,  monthly  principal  and interest of $450 will be payable  through
              maturity.  The new debt is cross-collateralized by Kitsap Mall and Kitsap Place.

(i)      On August 15, 1995,  the Company issued  $127,000 of  collateralized  fixed rate notes (the "Notes").  The Notes bear interest
              at an average  fixed rate of 7.20% and mature in July 2005.  The Notes  require the Company to deposit all cash flow from
              the property  operations with a trustee to meet its obligations  under the Notes.  Cash in excess of the required amount,
              as defined,  is released.  Included in cash and cash equivalents is $750 of restricted cash deposited with the trustee at
              September  30, 2000 and at December 31, 1999.  All of the Notes were  assumed by the Pacific  Premier  Retail Trust joint
              venture on October 26, 1999.

(j)      On July 28, 2000, the joint venture placed a $16,125  floating rate note on the property  bearing interest at LIBOR plus 2.25%
              and maturing July 2002.  At September 30, 2000, the total interest was 8.88%.

(k)      Concurrent with the acquisition,  the joint venture placed $76,700 of debt and obtained a construction  loan for an additional
              $16,000.  Principal is drawn on the  construction  loan as costs are incurred.  As of September 30, 2000 and December 31,
              1999, $12,333 and $6,745 of principal has been drawn under the construction loan, respectively.

(l)      The loan bears  interest at LIBOR plus 1.75%.  At September 30, 2000 and December 31, 1999,  the total  interest was 8.38% and
              8.23%, respectively.




                                     - 18 -


                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)

5.       Mortgage Notes Payable, Continued:

(m)      In connection  with the acquisition of these Centers,  the joint venture assumed  $485,000 of mortgage notes payable which are
              secured by the  properties.  At  acquisition,  the  $300,000  fixed rate  portion of this debt  reflected a fair value of
              $322,700,  which included an unamortized  premium of $22,700.  This premium is being  amortized as interest  expense over
              the life of the loan using the effective  interest  method.  At September 30, 2000 and December 31, 1999, the unamortized
              balance of the debt premium was $16,746 and  $18,565,  respectively.  This debt is due in May 2006 and  requires  monthly
              payments  of $1,852.  $184,500  of this debt is due in May 2003 and  requires  monthly  interest  payments  at a variable
              weighted  average  rate (based on LIBOR) of 7.12% and 6.96% at September  30, 2000 and  December 31, 1999,  respectively.
              This variable rate debt is covered by an interest rate cap agreement  which  effectively  prevents the interest rate from
              exceeding  11.53%.  On April 12, 2000, the joint venture issued  $138,500 of additional  mortgage notes which are secured
              by the properties and are due in May 2006.  $57,100 of this debt requires  fixed monthly  interest  payments of $387 at a
              weighted average rate of 8.13% while the floating rate notes of $81,400 require monthly  interest  payments at a variable
              weighted  average rate (based on LIBOR) of 7.00%.  This  variable  rate debt is covered by an interest rate cap agreement
              which effectively prevents the interest rate from exceeding 11.83%.

(n)      On January 4, 1999,  the joint  venture  replaced  the old debt with a new loan of $40,000.  The loan has an interest  rate of
              6.52% and  matures  January  2009.  The debt is  interest  only until  January  2001 at which time  monthly  payments  of
              principal and interest will be due in the amount of $299.

         The Company  periodically  enters into treasury lock  agreements in order to hedge its exposure to interest rate  fluctuations
         on anticipated  financings.  Under these  agreements,  the Company pays or receives an amount equal to the difference  between
         the  treasury  lock rate and the  market  rate on the date of  settlement,  based on the  notional  amount of the  hedge.  The
         realized  gain or loss on the  contracts is recorded on the balance  sheet in other assets and  amortized as interest  expense
         over the period of the hedged loans.  As of September 30, 2000, no treasury lock agreements were outstanding.

         Certain mortgage loan agreements contain a prepayment penalty provision for the early extinguishment of the debt.

         Total interest capitalized including the prorata share of joint ventures, during the nine and three months ended September
         30, 2000 was $5,492 and $2,081, respectively; and total interest capitalized during the nine and three months ended September
         30, 1999 was $3,011 and $994, respectively

         The fair value of  mortgage  notes  payable for the  wholly-owned  Centers at  September  30,  2000 and  December  31, 1999 is
         estimated to be approximately $1,243,782 and $1,179,469, respectively, based on current interest rates for comparable loans.







                                     - 19 -




                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)

6.       Bank and Other Notes Payable:

         The Company has a credit  facility of $150,000  with a maturity  of February  2001  currently  bearing  interest at LIBOR plus
         1.15%.  The interest rate on such credit  facility  fluctuates  between  0.95% and 1.15% over LIBOR.  As of September 30, 2000
         and December 31, 1999,  $17,000 and $57,400 of  borrowings  were  outstanding  under this line of credit at interest  rates of
         7.73% and 7.65%, respectively.

         Additionally,  the  Company  issued  $10,776  in  letters  of  credit  guaranteeing  performance  by  the  Company  of  certain
         obligations.  The Company does not believe that these letters of credit will result in a liability to the Company.

         During  January 1999,  the Company  entered into a bank  construction  loan  agreement to fund $89,200 of costs related to the
         redevelopment  of Pacific  View.  The loan bears  interest  at LIBOR plus 2.25% and  matures in February  2001.  Principal  is
         drawn as  construction  costs are incurred.  As of September 30, 2000 and December 31, 1999,  $84,722 and $72,671 of principal
         has been drawn under the loan, respectively.

         In  addition,  the  Company  had a note  payable of  $30,600  due in  February  2000  payable  to the  seller of the  acquired
         portfolio.  The note bore interest at 6.5%.  The entire $30,600 loan was paid off on February 18, 2000.

7.       Convertible Debentures:

         During 1997, the Company issued and sold $161,400 of convertible  subordinated  debentures  (the  "Debentures")  due 2002. The
         Debentures,  which were sold at par, bear interest at 7.25% annually (payable  semi-annually) and are convertible at any time,
         on or after 60 days,  from the date of issue at a conversion  price of $31.125 per share.  The  Debentures  mature on December
         15, 2002 and are callable by the Company after June 15, 2002 at par plus accrued interest.

8.       Related-Party Transactions:

         The Company  engaged the Management  Companies to manage the operations of its  properties  and certain  unconsolidated  joint
         ventures.  For the nine and three months ending September 30, 2000,  management fees of $2,201 and $764 respectively,  and for
         the nine and three months ended  September 30, 1999,  management  fees of $2,439 and $818  respectively,  were incurred to the
         Management  Companies by the Company.  For the nine and three months ending September 30, 2000,  management fees of $5,049 and
         $1,600,  respectively,  and for the nine and three months ended  September  30,  1999,  management  fees of $3,198 and $1,165,
         respectively, were incurred to the Management Companies by the joint ventures.

         Certain  mortgage notes are held by one of the Company's joint venture  partners (See Note 5). Interest  expense in connection
         with these notes was $7,569 and $7,559 for the nine months ended  September  30, 2000 and 1999,  respectively;  and $2,527 and
         $2,506 for the three  months  ending  September  30, 2000 and 1999,  respectively.  Included  in accounts  payable and accrued
         expenses is interest payable to these partners of $482 and $513 at September 30, 2000 and December 31, 1999, respectively.



                                     - 20 -




                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)

8.       Related-Party Transactions - Continued:

         In 1997 and 1999 certain  executive  officers  received loans from the Company totaling $6,500.  These loans are full recourse
         to the  executives.  $6,000 of the loans were issued under the terms of the employee stock  incentive  plan,  bear interest at
         7%, are due in 2007 and 2009 and are secured by the Company common stock owned by the  executives.  On February 9, 2000,  $300
         of the $6,000 of loans, was  forgiven.  The $500 loan is non  interest  bearing and is forgiven  ratably  over a five year
         term.  These loans receivable are included in other assets at September 30, 2000 and December 31, 1999.

         Certain  Company  officers  and  affiliates  have  guaranteed  mortgages  of $21,750  at one of the  Company's  joint  venture
         properties and $2,000 at Greeley Mall.

9.       Commitments and Contingencies:

         The Company has certain  properties  subject to  noncancellable  operating  ground leases.  The leases expire at various times
         through 2070,  subject in some cases to options to extend the terms of the lease.  Certain leases provide for contingent  rent
         payments  based on a percentage of base rental income,  as defined.  Ground rent expenses,  net of amounts  capitalized,  were
         $255 and $85 for the nine and three months  ended  September  30, 2000,  respectively.  Ground rent  expenses,  net of amounts
         capitalized,  were  $684 and $228 for the nine and  three  months  ended  September  30,  1999,  respectively.  There  were no
         contingent rents in either period.

         Perchloroethylene  ("PCE") has been detected in soil and groundwater in the vicinity of a dry cleaning  establishment at North
         Valley  Plaza,  formerly  owned by a joint  venture of which the Company was a 50% member.  The  property was sold on December
         18, 1997. The California  Department of Toxic  Substances  Control  ("DTSC")  advised the Company in 1995 that very low levels
         of  Dichloroethylene  ("1,2 DCE"),  a degradation  byproduct of PCE, had been  detected in a municipal  water well located 1/4
         mile west of the dry cleaners,  and that the dry cleaning  facility may have  contributed to the  introduction of 1,2 DCE into
         the water well.  According to DTSC,  the maximum  contaminant  level ("MCL") for 1,2 DCE which is permitted in drinking  water
         is 6 parts per billion  ("ppb").  The 1,2 DCE was  detected in the water well at a  concentration  of 1.2 ppb,  which is below
         the MCL. The Company has retained an  environmental  consultant  and has initiated  extensive  testing of the site.  The joint
         venture agreed  (between  itself and the buyer) that it would be responsible  for continuing to pursue the  investigation  and
         remediation of impacted soil and  groundwater  resulting from releases of PCE from the former dry cleaner.  Approximately  $45
         and $104 have already been  incurred by the joint venture for  remediation,  and  professional  and legal fees for the periods
         ending  September 30, 2000 and 1999,  respectively.  An additional $213 remains  reserved by the joint venture as of September
         30, 2000.  The joint  venture has been sharing  costs on a 50/50 basis with a former owner of the property and intends to look
         to additional responsible parties for recovery.








                                     - 21 -




                                          THE MACERICH COMPANY (The Company)

                               NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                                (Dollars in thousands)
                                                     (Unaudited)

9.       Commitments and Contingencies, Continued:

         The Company acquired Fresno Fashion Fair in December 1996.  Asbestos has been detected in structural  fireproofing  throughout
         much of the Center. Testing data conducted by professional  environmental  consulting firms indicates that the fireproofing is
         largely  inaccessible  to  building  occupants  and  is  well  adhered  to  the  structural  members.  Additionally,  airborne
         concentrations  of asbestos were well within OSHA's  permissible  exposure  limit ("PEL") of .1 fcc. The  accounting  for this
         acquisition  includes a reserve of $3,300 to cover future removal of this  asbestos,  as necessary.  The Company  incurred $26
         and $0 in  remediation  costs for the nine months ending  September  30, 2000 and 1999,  respectively.  An  additional  $2,757
         remains reserved at September 30, 2000.

10.      Redeemable Preferred Stock:

         On February 25, 1998,  the Company issued  3,627,131  shares of Series A cumulative  convertible  redeemable  preferred  stock
         ("Series A Preferred Stock") for proceeds totaling  $100,000 in a private  placement.  The preferred stock can be converted on
         a one for one basis into  common  stock and will pay a  quarterly  dividend  equal to the  greater of $0.46 per share,  or the
         dividend then payable on a share of common stock.

         On June 17, 1998, the Company issued 5,487,471 shares of Series B cumulative  convertible  redeemable preferred stock ("Series
         B Preferred  Stock") for proceeds  totaling  $150,000 in a private  placement.  The preferred  stock can be converted on a one
         for one basis into common  stock and will pay a quarterly  dividend  equal to the greater of $0.46 per share,  or the dividend
         then payable on a share of common stock.

         No dividends  will be declared or paid on any class of common or other  junior stock to the extent that  dividends on Series A
         Preferred Stock and Series B Preferred Stock have not been declared and/or paid.


11.      Subsequent Events:

         On November 9, 2000, a  dividend/distribution  of $0.53 per share was declared for common  stockholders and OP unit holders of
         record on November 17, 2000. In addition,  the Company  declared a dividend of $0.53 on the Company's Series A Preferred Stock
         and a dividend of $0.53 on the Company's  Series B Preferred Stock.  All  dividends/distributions  will be payable on December
         7, 2000.

         On November 10, 2000, a 3.4 million share repurchase program was approved by the Company's Board of Directors.





                                     - 22 -



                                                  THE MACERICH COMPANY (The Company)



                                                                Item 2

Management's Discussion and Analysis of Financial Condition and Results of Operations

         The following  discussion is based  primarily on the  consolidated  balance sheet of The Macerich  Company as of September 30,
         2000, and also compares the  activities for the nine and three months ended  September 30, 2000 to the activities for the nine
         and three months ended September 30, 1999.

         This  information  should be read in conjunction with the accompanying  consolidated  financial  statements and notes thereto.
         These financial  statements  include all adjustments,  which are, in the opinion of management,  necessary to reflect the fair
         presentation of the results for the interim periods presented, and all such adjustments are of a normal recurring nature.

         Forward-Looking Statements

         This quarterly  report on Form 10-Q contains or  incorporates  statements that constitute  forward-looking  statements.  Those
         statements  appear in a number  of  places in this Form 10-Q and  include  statements  regarding,  among  other  matters,  the
         Company's  growth and  acquisition  opportunities,  the  Company's  acquisition  strategy,  regulatory  matters  pertaining to
         compliance  with  governmental  regulations  and other  factors  affecting  the  Company's  financial  condition or results of
         operations.  Words  such as  "expects,"  "anticipates,"  "intends,"  "projects,"  "predicts,"  "plans,"  "believes,"  "seeks,"
         "estimates,"  and "should" and  variations of these words and similar  expressions,  are used in many cases to identify  these
         forward-looking  statements.  Stockholders  are  cautioned  that any such  forward-looking  statements  are not  guarantees of
         future  performance  and involve  risks,  uncertainties  and other  factors  that may cause  actual  results,  performance  or
         achievements  of the Company or industry to vary materially from the Company's  future results,  performance or  achievements,
         or those of the  industry,  expressed or implied in such  forward-looking  statements.  Such factors  include,  among  others,
         general industry economic and business  conditions,  which will, among other things,  affect demand for retail space or retail
         goods,  availability and creditworthiness of current and prospective tenants, lease rates and terms,  availability and cost of
         financing and operating  expenses;  adverse changes in the real estate markets  including,  among other things,  competition
         from other companies,  retail  formats and  technology, risks of real estate  development,acquisitions and dispositions;
         governmental  actions and initiatives  and  environmental  and safety  requirements.  The Company  will not update any
         forward-looking  information  to reflect actual results or changes in the factors affecting the forward-looking information.















                                     - 23 -


                                                  THE MACERICH COMPANY (The Company)


Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued:

The following table reflects the Company's acquisitions in 1999:
- ----------------------------------------------------------------------------------------------------------------------------------
                                                              Date
                                                            Acquired                                   Location
                                                            --------                                   --------

"1999  Joint Venture Acquisition Centers"
- -----------------------------------------
Pacific Premier Retail                               February 18, 1999        Three regional malls, retail component of a mixed-use
Trust Portfolio (*)                                                           development and five contiguous properties in Washington
                                                                              and Oregon.  The office component of the mixed-used
                                                                              development was acquired July 12, 1999.
Albany Plaza (*)                                     February 18, 1999        Two non-contiguous community shopping
Eastland Plaza (*)                                                            Centers located in Oregon and Ohio, respectively.
Los Cerritos Center (*)                              June 2, 1999             Cerritos, California

"1999 Acquisition Center"
- -------------------------
Santa Monica Place                                   October 29, 1999         Santa Monica, California
- ----------------------------------------------------------------------------------------------------------------------------------

         (*) denotes the Company owns its  interests in these  Centers  through an  unconsolidated  joint venture or through one of the
               Management Companies.

         The financial statements include the results of these Centers for periods subsequent to their acquisition.

         On February 18, 1999, the Company,  through a 51%/49% joint venture,  known as Pacific  Premier  Retail Trust  ("PPRT"),  with
         Ontario Teachers' Pension Plan Board ("Ontario  Teachers")  acquired  Washington  Square,  Redmond Town Center,  Cascade Mall,
         Kitsap Mall and five contiguous properties.

         On October 26, 1999,  49% of the  membership  interests of Macerich  Stonewood,  LLC  ("Stonewood"),  Macerich  Cerritos,  LLC
         ("Cerritos") and Macerich Lakewood,  LLC ("Lakewood"),  were sold to Ontario Teachers' and concurrently  Ontario Teachers' and
         the Company  contributed  their 99%  collective  membership  interests in Stonewood and Cerritos and 100% of their  collective
         membership  interests in Lakewood to PPRT, a real estate investment trust,  owned  approximately 51% by the Company and 49% by
         Ontario  Teachers.   Lakewood,   Stonewood,  and  Cerritos  own  Lakewood  Mall,  Stonewood  Mall  and  Los  Cerritos  Center,
         respectively.  The total value of the  transaction  was  approximately  $535,000.  The  properties  were  contributed  to PPRT
         subject to existing debt of $322,000.  The net cash proceeds to the Company were  approximately  $104,000  which were used for
         reduction of debt and for general  corporate  purposes.  Lakewood and Stonewood are referred to herein as the  "Contributed JV
         Assets."

         On October 27, 1999,  Albany Plaza,  a 145,462 square foot community  center,  which was owned 51% by the Macerich  Management
         Company, was sold.

         On November 12, 1999,  Eastland Plaza, a 65,313 square foot community center,  which was 51% owned by the Macerich  Management
         Company, was sold.


                                     - 24 -


                                                  THE MACERICH COMPANY (The Company)


Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued:

         The 1999 Joint Venture  Acquisitions  are reflected using the equity method of accounting.  The results of these  acquisitions
         are reflected in the consolidated  results of operations of the Company in equity in income of  unconsolidated  joint ventures
         and the Management Companies.

         Many of the  variations in the results of  operations,  discussed  below,  occurred due to the 1999 Joint Venture  Acquisition
         Centers,  the 1999  Acquisition  Center and the partial  sale and  contribution  of the  Contributed  JV Assets to PPRT during
         1999. Many factors impact the Company's  ability to acquire  additional  properties;  including the  availability  and cost of
         capital, the overall debt to market  capitalization  level,  interest rates and availability of potential  acquisition targets
         that meet the Company's  criteria.  Accordingly,  management is uncertain whether in future years, there will
         be similar  acquisitions and corresponding  increases in equity in income of unconsolidated  joint ventures and the Management
         Companies  and funds from  operations  that  occurred as a result of the 1999 Joint Venture  Acquisition  Centers.  Management
         anticipates  no acquisitions  in 2000  compared  to 1999.  Pacific  View  (formerly  known as Buenaventura  Mall),  Crossroads
         Mall-Boulder and Parklane Mall are currently under  redevelopment and are referred to herein as the  "Redevelopment  Centers."
         All  other  Centers,  excluding  the  1999  Acquisition  Center,  the  1999  Joint  Venture Acquisition  Centers,  the
         Contributed JV Assets and  Redevelopment  Centers,  are referred to herein as the "Same  Centers," unless the context otherwise
         requires.

         The bankruptcy  and/or  closure of an Anchor,  or its sale to a less  desirable  retailer,  could  adversely  affect  customer
         traffic in a Center and thereby  reduce the income  generated by that  Center.  Furthermore,  the closing of an Anchor  could,
         under certain  circumstances,  allow certain other Anchors or other tenants to terminate their leases or cease operating their
         stores at the Center or  otherwise  adversely  affect  occupancy at the Center.  Other  retail  stores at the Centers may also
         seek the  protection of bankruptcy  laws and/or close stores,  which could result in the  termination of such tenants and thus
         cause a reduction in cash flow generated by the Centers.

         In addition,  the Company's  success in the highly  competitive  real estate shopping center business  depends upon many other
         factors,  including  general  economic  conditions,  the ability of tenants to make rent  payments,  increases or decreases in
         operating expenses,  occupancy levels, changes in demographics,  competition from other centers and forms of retailing and the
         ability to renew leases or relet space upon the expiration or termination of leases.

Results of Operations

   Comparison of Nine Months Ended September 30, 2000 and 1999

         Revenues

         Minimum and percentage rents decreased by 9.8% to $148.1 million in 2000 from $164.1 million in 1999.  Approximately $22.7
         million of the decrease related to the contribution of 100% and 99% of the membership interests of Lakewood Mall and
         Stonewood Mall, respectively, to the PPRT joint venture on October 26, 1999.   The Company's prorata share of results from
         those assets subsequent to the contribution to PPRT is reflected in Income from



                                     - 25 -


                                                  THE MACERICH COMPANY (The Company)

Results of Operations - Continued:

Comparison of Nine Months Ended September 30, 2000 and 1999

         Revenues- Continued:

         Unconsolidated Joint Ventures.  In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin
         101, "Revenue Recognition in Financial Statements," ("SAB 101") which was adopted by the Company effective January 1, 2000.
         This bulletin modified the timing of revenue recognition for percentage rent received from tenants.  SAB 101 requires
         deferral of the recognition of percentage rent until the tenant's annual sales breakpoint has been exceeded.  While annual
         revenue from percentage rent will not be materially impacted by this change, the majority of percentage rent will now be
         recognized in the fourth quarter of each year, rather than spread throughout the year.  The impact of SAB 101 represented
         approximately a $5.1 million decrease in revenues for the nine months ended September 30, 2000.  These decreases are offset
         by revenue increases of  $7.4 million relating to the 1999 acquisition of Santa Monica Place, $1.1 million increase at the
         Redevelopment Centers and $3.1 million of the increase was attributable to the Same Centers.

         Tenant recoveries increased to $74.3 million in 2000 from $72.8 million in 1999.  The 1999 acquisition of Santa Monica Place
         generated $4.8 million of the increase, $2.7 million of the increase was from the Same Centers and $0.3 million from the
         Redevelopment Centers.  These increases were partially offset by revenue decreases of $6.3 million resulting from the
         contribution of Lakewood Mall and Stonewood Mall to the PPRT joint venture.

         Other income increased to $6.1 million in 2000 from $5.9 million in 1999.

         Expenses

         Shopping center expenses increased to $73.2 million in 2000 compared to $72.5 million in 1999.  Approximately $5.4 million
         of the increase resulted from the 1999 acquisition of Santa Monica Place, $2.3 million of the increase resulted from
         increased property taxes and recoverable expenses at the Same Centers.  These increases were offset by a decrease of  $7.2
         million resulting from the contribution of Lakewood Mall and Stonewood Mall to the PPRT joint venture.  Additionally, the
         Redevelopment Centers had a decrease of $0.2 million in shopping center expenses resulting primarily from decreased property
         taxes and recoverable expenses.

         Interest Expense

         Interest expense decreased to $82.1 million in 2000 from $85.2 million in 1999. Approximately $6.9 million of the decrease
         is from the contribution of Lakewood Mall to the PPRT joint venture.   This decrease is offset by the acquisition activity
         in 1999, which was partially funded with secured debt and borrowings under the Company's line of credit.



                                     - 26 -


                                                  THE MACERICH COMPANY (The Company)

Results of Operations - Continued:

Comparison of Nine Months Ended September 30, 2000 and 1999

         Depreciation and Amortization

         Depreciation and amortization decreased to $44.6 million in 2000 from $46.4 million in 1999. Approximately $4.2 million of
         the decrease relates primarily to the contribution of Lakewood Mall and Stonewood Mall to the PPRT joint venture, which is
         offset by an increase of $2.3 million relating to the acquisition of Santa Monica Place.

         Income from Unconsolidated Joint Ventures and Management Companies

         The income from unconsolidated joint ventures and the Management Companies was $20.5 million for 2000, compared to income of
         $16.7 million in 1999.  A total of $6.7 million of the increase is attributable to the 1999 Joint Venture Acquisitions and
         the Contributed JV Assets.  Additionally, $1.1 million is attributable to the gain from the sale of Manhattan Village on
         September 30, 2000.These increases are partially offset by the change in accounting principle for percentage rent required
         by SAB 101 of $2.7 million.

         Extraordinary Loss from Early Extinguishment of Debt

         In 2000 and 1999, the Company wrote off  $1.0 million of unamortized financing costs.

         Net Income Available to Common Stockholders

         As a result of the foregoing, net income available to common stockholders decreased to $21.1 million in 2000 from $27.0
         million in 1999.

         Operating Activities

         Cash flow from operations was $86.0 million in 2000 compared to $97.0 million in 1999.  The decrease is primarily because of
         decreased net operating income from the factors mentioned above.

         Investing Activities

         Cash generated from investing activities was $34.5 million in 2000 compared to cash utilized by investing activities of
         $228.9 million in 1999.  The change resulted primarily from the cash contributions required by the Company for the joint
         venture acquisitions of $88.1 million in 1999 compared to $3.2 million in 2000.  Additionally, a loan from the Company for
         $82.4 million was made to a joint venture for acquisitions in 1999.  There were no loans made to affiliates in 2000.  This
         is offset by increases in joint venture distributions of $97.9 million in 2000 compared to $17.3 in 1999.

         Financing Activities

         Cash flow used in financing activities was $125.1 million in 2000 compared to cash provided by financing activities of
         $130.1 million in 1999.  The change resulted primarily from the refinancing of Centers in 1999.


                                    - 27 -


                                                  THE MACERICH COMPANY (The Company)

Results of Operations - Continued:

Comparison of Nine Months Ended September 30, 2000 and 1999

         Funds From Operations

         Primarily because of the factors mentioned above, including the impact of the change in accounting for percentage rent
         required by SAB 101, Funds from Operations - Diluted decreased 3% to $114.9 million in 2000 from $118.4 million in 1999.

Comparison of Three Months Ended September 30, 2000 and 1999

         Revenues

         Minimum and percentage rents decreased by 9.1% to $50.0 million in 2000 from $55.0 million in 1999.  Approximately $7.7
         million of the decrease related to the contribution of 100% and 99% of the membership interests of Lakewood Mall and
         Stonewood Mall, respectively, to the PPRT joint venture on October 26, 1999.   The Company's prorata share of results from
         those assets subsequent to the contribution to PPRT is reflected in Income from Unconsolidated Joint Ventures.  In December
         1999, the Securities and Exchange Commission issued Staff Accounting Bulletin 101, "Revenue Recognition in Financial
         Statements," ("SAB 101") which was adopted by the Company effective January 1, 2000.  This bulletin modified the timing of
         revenue recognition for percentage rent received from tenants.  SAB 101 requires deferral of the recognition of percentage
         rent until the tenant's annual sales breakpoint has been exceeded.  While annual revenue from percentage rent will not be
         materially impacted by this change, the majority of percentage rent will now be recognized in the fourth quarter of each
         year, rather than spread throughout the year.  The impact of SAB 101 for the three months ended September 30, 2000
         represented approximately a $1.0 million decrease.  These decreases are offset by revenue increases of  $2.4 million
         relating to the 1999 acquisition of Santa Monica Place, $0.7 million increase at the Redevelopment Centers and $0.4 million
         of the increase was attributable to the Same Centers.

         Tenant recoveries decreased to $24.9 million in 2000 from $25.5 million in 1999.  The 1999 acquisition of Santa Monica Place
         generated $1.4 million of the increase and $0.4 million of the increase was from the Same Centers.  These increases were
         partially offset by revenue decreases of $2.4 million resulting from the contribution of Lakewood Mall and Stonewood Mall to
         the PPRT joint venture.

         Expenses

         Shopping center expenses decreased to $25.1 million in 2000 compared to $25.3 million in 1999.  Approximately $1.6 million
         of the increase resulted from the 1999 acquisition of Santa Monica Place, $0.6 million of the increase resulted from
         increased property taxes and recoverable expenses at the Same Centers.  These increases were offset by a decrease of  $2.4
         million resulting from the contribution of Lakewood Mall and Stonewood Mall to the PPRT joint venture.  Additionally, the
         Redevelopment Centers had a decrease of $0.2 million in shopping center expenses resulting primarily from decreased
         recoverable expenses.





                                     - 28 -


                                                  THE MACERICH COMPANY (The Company)

Results of Operations - Continued:

Comparison of Three Months Ended September 30, 2000 and 1999

         Interest Expense

         Interest expense decreased to $27.0 million in 2000 from $29.8 million in 1999. This decrease of $2.8 million related
         primarily of $2.3 million from the contribution of Lakewood Mall to the PPRT joint venture offset by the acquisition
         activity in 1999, which was partially funded with secured debt and borrowings under the Company's line of credit.

         Depreciation and Amortization

         Depreciation and amortization decreased to $15.1 million in 2000 from $15.9 million in 1999. This decrease relates primarily
         to the contribution of Lakewood Mall and Stonewood Mall to the PPRT joint venture offset by an increase relating to the 1999
         acquisition of Santa Monica Place.

         Income from Unconsolidated Joint Ventures and Management Companies

         The income from unconsolidated joint ventures and the Management Companies was $7.4 million for 2000, compared to income of
         $6.1 million in 1999.  A total of $1.2 million of the change is attributable to the 1999 Joint Venture Acquisitions and the
         Contributed JV Assets.  Additionally, $1.1 million is attributable to the gain from the sale of Manhattan Village on September
         30, 2000.These increases are partially offset by the change in accounting principle for percentage rent required by SAB 101
         of $0.8 million.

         Net Income Available to Common Stockholders

         As a result of the foregoing, net income available to common stockholders decreased to $7.2 million in 2000 from $9.1
         million in 1999.

         Funds From Operations

         Primarily because of the factors mentioned above, including the impact of the change in accounting for percentage rent
         required by SAB 101, Funds from Operations - Diluted decreased 5.1% to $38.8 million in 2000 from $40.9 million in 1999.













                                     - 29 -


                                                  THE MACERICH COMPANY (The Company)

         Liquidity and Capital Resources

         The Company intends to meet its short term liquidity  requirements  through cash generated from operations and working capital
         reserves.  The Company  anticipates  that  revenues will continue to provide  necessary  funds for its operating  expenses and
         debt  service  requirements,  and to pay  dividends  to  stockholders  in  accordance  with  REIT  requirements.  The  Company
         anticipates  that cash generated from  operations,  together with cash on hand, will be adequate to fund capital  expenditures
         which will not be reimbursed by tenants,  other than  non-recurring  capital  expenditures.  Capital for major expenditures or
         major  redevelopments  has been,  and is expected to continue to be,  obtained  from equity or debt  financings  which include
         borrowings under the Company's line of credit and construction  loans.  However,  many factors impact the Company's ability to
         access capital,  such as its overall debt level,  interest rates,  interest coverage ratios and prevailing market  conditions.
         The Company  currently is undertaking a $90 million  redevelopment of Pacific View. The Company has a bank  construction  loan
         agreement to fund $89.2 million of these construction costs.

         The  Company  believes  that it will have access to the  capital  necessary  to execute its share repurchase agreement and
         expand its  business  in  accordance  with its strategies for growth and  maximizing  Funds from  Operations.  The Company
         presently  intends to obtain  additional  capital necessary to expand its business  through a combination of additional  public
         and private equity  offerings,  debt  financings, joint  ventures and the sale of non-core assets.  During 1998 and 1999,  the
         Company  acquired  two  portfolios  through  joint  ventures  and raised additional  capital in 1999 from the sale of interests
         in two properties to one joint venture  partner.  The Company  believes such joint venture arrangements provide an attractive
         alternative to other forms of financing.

         The Company's total  outstanding  loan  indebtedness  at September 30, 2000 was $2.2 billion  (including its pro rata share of
         joint venture debt). This equated to a debt to Total Market  Capitalization  (defined as total debt of the Company,  including
         its pro rata share of joint venture debt,  plus aggregate  market value of outstanding  shares of common stock,  assuming full
         conversion  of OP Units and  preferred  stock into common  stock)  ratio of  approximately  66% at  September  30,  2000.  The
         Company's debt consists primarily of fixed-rate conventional mortgages payable secured by individual properties.

         The  Company  has  filed  a  shelf  registration  statement,  effective  December  8,  1997,  to sell  securities.  The  shelf
         registration  is for a total of $500 million of common stock,  common stock warrants or common stock rights.  During 1998, the
         Company sold a total of 7,920,181  shares of common  stock under this shelf  registration.  The  aggregate  offering  price of
         these  transactions  was  approximately  $212.9  million,  leaving  approximately  $287.1  million  available  under the shelf
         registration statement.

         The Company has an unsecured line of credit for up to $150.0  million.  There were $17.0 million of borrowings  outstanding at
         September 30, 2000.

         At September 30, 2000, the Company had cash and cash equivalents available of $35.8 million.



                                     - 30 -


Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued:

         Funds From Operations

         The Company believes that the most  significant  measure of its performance is Funds from Operations  ("FFO").  FFO is defined
         by the National  Association  of Real Estate  Investment  Trusts  ("NAREIT") to be: Net income (loss)  (computed in accordance
         with GAAP),  excluding gains (or losses) from debt  restructuring  and sales or write-down of assets,  plus  depreciation  and
         amortization  (excluding  depreciation on personal property and amortization of loan and financial instrument costs) and after
         adjustments  for  unconsolidated  entities.  Adjustments  for  unconsolidated  entities are calculated on the same basis.  FFO
         does not represent  cash flow from  operations,  as defined by GAAP,  and is not  necessarily  indicative of cash available to
         fund all cash flow needs.  The following reconciles net income available to common stockholders to FFO:

                                                                             Nine months ended September 30,
                                                                     2000                      1999
                                                                   ------------------------  --------------------------
                                                                   Shares      Amount        Shares      Amount
                                                                   ----------  ------------  ----------  --------------
                                                                                 (amounts in thousands)

Net income - available to common stockholders                                      $21,090                     $27,008

Adjustments to reconcile net income to FFO - basic:
     Minority interest                                                               6,722                       9,795
     Depreciation and amortization on wholly owned centers                          44,632                      46,434
     Pro rata share of unconsolidated entities' depreciation and
          amortization                                                              18,186                      14,091
     Loss (gain) on sale of wholly-owned assets                                      1,297                        (162)
     Loss on early extinguishment of debt                                              984                       1,016
     Pro rata share of (gain) loss on sale of assets
          from unconsolidated entities                                                (763)                       (399)
     Cumulative effect of the change in accounting principle -
          wholly-owned assets                                                          963                           -
     Cumulative effect of the change in accounting principle -
          pro rata joint ventures                                                      787                           -

     Less:  Depreciation on personal property and amortization
          of loan costs and interest rate caps                                      (3,810)                     (3,524)
                                                                               ------------              --------------

FFO - basic (1)                                                       45,084        90,088      46,286          94,259

Additional adjustments to arrive at FFO - diluted:
     Impact of convertible preferred stock                             9,115        13,945       9,115          13,581
     Impact of stock options and restricted stock using
         the treasury method                                             437         1,392         468           1,141
     Impact of convertible debentures                                  5,186         9,454         5,186         9,453
                                                                   ----------  ------------  ----------  --------------
FFO - diluted (2)                                                     59,822      $114,879      61,055        $118,434
                                                                   ==========  ============  ==========  ==============








                                     - 31 -


                                                  THE MACERICH COMPANY (The Company)



Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued:

                                                                                  Three months ended September 30,
                                                                           2000                        1999
                                                                        --------------------------  -------------------------
                                                                        Shares        Amount        Shares       Amount
                                                                        ------------  ------------  -----------  ------------
                                                                                       (amounts in thousands)

Net income - available to common stockholders                                              $7,169                     $9,125

Adjustments to reconcile net income to FFO - basic:
     Minority interest                                                                      2,301                      3,307
     Depreciation and amortization on wholly owned centers                                 15,064                     15,895
     Pro rata share of unconsolidated entities' depreciation and
          amortization                                                                      6,550                      5,626
     Loss (gain) on sale of wholly-owned assets                                             1,189                       (162)
     Loss on early extinguishment of debt                                                     984                         28
     Pro rata share of (gain) loss on sale of assets
          from unconsolidated entities                                                     (1,176)                        75
     Cumulative effect of the change in accounting principle -
          wholly-owned assets                                                                   -                          -
     Cumulative effect of the change in accounting principle -
          pro rata joint ventures                                                               -                          -

     Less:  Depreciation on personal property and amortization
          of loan costs and interest rate caps                                             (1,451)                    (1,420)
                                                                                      ------------               ------------

FFO - basic (1)                                                              45,107        30,630       46,318        32,474

Additional adjustments to arrive at FFO - diluted:
     Impact of convertible preferred stock                                    9,115         4,648        9,115         4,740
     Impact of stock options and restricted stock using
         the treasury method                                                    507           390          535           530
     Impact of convertible debentures                                         5,186         3,162        5,186         3,177
                                                                        ------------  ------------  -----------  ------------
FFO - diluted (2)                                                            59,915       $38,830       61,154       $40,921
                                                                        ============  ============  ===========  ============


1)       Calculated  based upon basic net income as  adjusted  to reach  basic FFO.  Weighted  average  number of shares  includes  the
                  weighted  average  number of shares of common stock  outstanding  for 2000 and 1999  assuming the  conversion  of all
                  outstanding OP units.

         2)       The computation of FFO - diluted and diluted average number of shares outstanding  includes the effect of outstanding
                  common stock options and  restricted  stock using the treasury  method.  Convertible  debentures are dilutive for the
                  nine and three months ending September 30, 2000 and 1999, and therefore  assumed converted to equity to calculate FFO
                  - diluted.  On February 25, 1998,  the Company sold $100 million of its Series A Preferred  Stock.  On June 17, 1998,
                  the Company  sold $150 million of its Series B Preferred  Stock Each series of preferred  stock can be converted on a
                  one for one basis for common stock.  These preferred shares are not assumed  converted for purposes of net income per
                  share as they would be anti-dilutive  to that  calculation.  The preferred shares are assumed  converted for purposes
                  of FFO diluted per share as they are dilutive to that calculation.




                                     - 32 -


                                                  THE MACERICH COMPANY (The Company)


Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued:


         Included in minimum rents were rents  attributable  to the  accounting  practice of  straight-lining  of rents.  The amount of
         straight-lining  of rents that impacted  minimum  rents was $0.7 million and $1.9 million for the nine months ended  September
         30, 2000 and 1999,  respectively;  and $0.0 million and $0.7 million for the three months ended  September  30, 2000 and 1999,
         respectively.  The decline in straight-lining of rents from 1999 to 2000 is due to the Company structuring its new leases using
         rent increases tied to the change in the consumer price index ("CPI") rather than using contractually fixed rent increases.
         CPI increases do not generally require straight-lining of rent treatment.

         Inflation

         In the last three years,  inflation  has not had a  significant  impact on the Company  because of a relatively  low inflation
         rate. Most of the leases at the Centers have rent  adjustments  periodically  through the lease term. These rent increases are
         either in fixed  increments or based on increases in the Consumer Price Index.  In addition,  many of the leases are for terms
         of less than ten years,  which  enables  the  Company to replace  existing  leases with new leases at higher base rents if the
         rents of the existing  leases are below the then existing  market rate.  Additionally,  most of the leases require the tenants
         to pay their pro rata share of operating  expenses.  This reduces the  Company's  exposure to increases in costs and operating
         expenses resulting from inflation.

         Seasonality

         The  shopping  center  industry is seasonal  in nature,  particularly  in the fourth  quarter  during the holiday  season when
         retailer  occupancy  and  retail  sales  are  typically  at their  highest  levels.  In  addition,  shopping  malls  achieve a
         substantial  portion of their specialty  (temporary  retailer) rents during the holiday season. As a result of the above, plus
         the accounting change discussed below for percentage rent, earnings are generally highest in the fourth quarter of each year.

         New Accounting Pronouncements Issued

         In December 1999, the Securities and Exchange Committee issued Staff Accounting Bulletin 101, "Revenue Recognition in
         Financial Statements" ("SAB 101"), which became effective for periods beginning after December 15, 1999.  This bulletin
         modified the timing of revenue recognition for percentage rent received from tenants.  This change will defer recognition of
         a significant amount of percentage rent for the first three calendar quarters into the fourth quarter.  The Company applied
         this accounting change as of January 1, 2000.  The cumulative effect of this change in accounting principle at the adoption
         date of January 1, 2000, including the pro rata share of joint ventures, was approximately $1,750,000.











                                     - 33 -



                                                  THE MACERICH COMPANY (The Company)



Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued:

         New Accounting Pronouncements Issued- Continued:

         In June 1998, the FASB issued Statement of Financial Accounting Standard ("SFAS") 133, "Accounting for Derivative
         Instruments and Hedging Activities," ("SFAS 133") which requires companies to record derivatives on the balance sheet,
         measured at fair value.  Changes in the fair values of those derivatives will be accounted for depending on the use of the
         derivative and whether it qualifies for hedge accounting.  The key criterion for hedge accounting is that the hedging
         relationship must be highly effective in achieving offsetting changes in fair value or cash flows.  In June 1999, the FASB
         issued SFAS 137, "Accounting for Derivative Instruments and Hedging Activities," which delays the implementation of SFAS 133
         from January 1, 2000 to January 1, 2001.  In June 2000, the FASB issued SFAS No. 138, Accounting for Certain Derivative
         Instruments and Certain Hedging Activities - an Amendment of FASB Statement No. 133," ("SFAS 138") which amends the
         accounting and reporting standards of SFAS 133.  The Company has determined the implementation of SFAS 133 and SFAS
         138 should have a minor impact on its financial statements.
































                                     - 34 -


                                                  THE MACERICH COMPANY (The Company)


                                                                     Item 3
                                           Quantitative and Qualitative Disclosures About Market Risk

         The  Company's  primary  market  risk  exposure  is interest  rate risk.  The Company has managed and will  continue to manage
         interest rate risk by (1)  maintaining a  conservative  ratio of fixed rate,  long-term  debt to total debt such that variable
         rate exposure is kept at an acceptable  level,  (2) reducing  interest rate exposure on certain  long-term  variable rate debt
         through  the use of  interest  rate caps  with  appropriately  matching  maturities,  (3)  using  treasury  rate  locks  where
         appropriate  to fix rates on  anticipated  debt  transactions,  and (4) taking  advantage of favorable  market  conditions for
         long-term debt and/or equity.

         The following  table sets forth  information as of September 30, 2000  concerning  the Company's  long term debt  obligations,
         including principal cash flows by scheduled maturity, weighted average interest rates and estimated fair value ("FV").

                                                            For the Years Ended December 31,
                                                                 (dollars in thousands)
                                             2000          2001         2002         2003          2004       Thereafter        Total           FV
                                         ------------- ------------- ------------ ------------  ------------ -------------- -------------- --------------

Wholly Owned Centers:
Long term debt:
    Fixed rate                                 $7,746      $107,653      $11,139      $50,738      $128,476       $864,236     $1,169,988     $1,158,782
    Average interest rate                       7.44%         7.42%        7.42%        7.40%         7.42%          7.42%          7.44%              -
    Fixed rate - Debentures                         -             -      161,400            -             -              -        161,400        158,494
    Average interest rate                           -             -        7.25%            -             -              -          7.25%              -
    Variable rate                                   -       186,722            -            -             -              -        186,722        186,722
    Average interest rate                           -         8.48%            -            -             -              -          8.48%              -
                                         ------------- ------------- ------------ ------------  ------------ -------------- -------------- --------------

Total debt - Wholly owned Centers              $7,746      $294,375     $172,539      $50,738      $128,476       $864,236     $1,518,110     $1,503,998
                                         ------------- ------------- ------------ ------------  ------------ -------------- -------------- --------------

Joint Venture Centers:
(at Company's pro rata share)

    Fixed rate                                 $6,063       $ 6,498       $7,173       $7,689        $8,212       $510,397       $546,032       $525,651
    Average interest rate                       6.90%         6.87%        6.87%        6.87%         6.87%          6.87%          6.90%              -
    Variable rate                                   -        38,250        8,224       92,250             -         40,700        179,424        179,424
    Average interest rate                           -         8.40%        8.88%        7.12%             -          7.00%          7.40%              -
                                         ------------- ------------- ------------ ------------  ------------ -------------- -------------- --------------

Total debt - Joint Ventures                    $6,063       $44,748      $15,397      $99,939        $8,212       $551,097       $725,456       $705,075
                                         ------------- ------------- ------------ ------------  ------------ -------------- -------------- --------------

Total debt - All Centers                      $13,809      $339,123     $187,936     $150,677      $136,688     $1,415,333     $2,243,566     $2,209,073
                                         ============= ============= ============ ============  ============ ============== ============== ==============


         Of the $225.0 million of variable rate debt maturing in 2001,  $17.0 million  represents the outstanding  borrowings under the
         Company's  credit facility and $84.7 million  represents  outstanding  borrowings  under the Pacific View  construction  loan.
         Additionally,  on October 2, 2000,  the Company  refinanced  $85.0 million of floating  rate debt  scheduled to mature in 2001
         with a 10 year fixed rate loan bearing interest at 7.70%.

         In addition,  the Company has assessed the market risk for its variable  rate debt and believes that a 1% increase in interest
         rates  would  decrease  future  earnings  and cash  flows by  approximately  $3.7  million  per year  based on $366.1  million
         outstanding at September 30, 2000.

         The fair value of the Company's long term debt is estimated  based on discounted  cash flows at interest rates that management
         believes reflect the risks associated with long term debt of similar risk and duration.


                                     - 35 -



                                                  THE MACERICH COMPANY (The Company)


                                                                PART II

Other Information

Item 1  Legal Proceedings

         During the ordinary course of business, the Company, from time to time, is threatened with, or becomes a party to, legal
         actions and other proceedings.  Management is of the opinion that the outcome of currently known actions and proceedings to
         which it is a party will not, singly or in the aggregate, have a material adverse effect on the Company.

Item 2   Changes in Securities and Use of Proceeds

         None

Item 3   Defaults Upon Senior Securities

         None

Item 4   Submission of Matters to a Vote of Security Holders

         None

Item 5   Other Information

         None

Item 6   Exhibits and Reports on Form 8-K

         See Exhibit Index



                                     - 36 -


                                                  THE MACERICH COMPANY (The Company)


                                                                     Signatures





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


                                                     The Macerich Company





                                                     By: /s/ Thomas E. O'Hern
                                                         --------------------
                                                         Thomas E. O'Hern
                                                         Executive Vice President and
                                                         Chief Financial Officer








Date:  November 14, 2000



















                                     - 37 -


                                                  THE MACERICH COMPANY (The Company)



                                                             Exhibit Index





Exhibit No.                                                                     Page
- -----------                                                                     -----


(a)      Exhibits


                Number                                 Description
              ---------                               -------------

                 10.7                        The Macerich Company Eligible Directors'
                                             Deferred Compensation Plan/Phantom Stock
                                             Plan (as Amended and restated as of June 30, 2000)













































                                     - 38 -

EX-10.7


                                                         THE MACERICH COMPANY

                                                          ELIGIBLE DIRECTORS'
                                               DEFERRED COMPENSATION/PHANTOM STOCK PLAN
                                             (as Amended and Restated as of June 30, 2000)























                                                         THE MACERICH COMPANY

                                                          ELIGIBLE DIRECTORS'
                                                DEFERRED COMPENSATION/PHANTOM STOCK PLAN
                                             (as Amended and Restated as of June 30, 2000)



                                                           TABLE OF CONTENTS


                                                                                                      Page

ARTICLE I...............................................................................................1

ARTICLE II..............................................................................................1

2.1      Accounts.......................................................................................1

2.2      Average Fair Market Value......................................................................1

2.3      Award Date.....................................................................................1

2.4      Board of Directors.............................................................................1

2.5      Cash Account...................................................................................1

2.6      Change in Control Event........................................................................2

2.7      Code...........................................................................................2

2.8      Common Stock...................................................................................2

2.9      Committee......................................................................................2

2.10     Company........................................................................................2

2.11     Compensation...................................................................................2

2.12     Disability.....................................................................................2

2.13     Discount Rate..................................................................................2

2.14     Disinterested Director.........................................................................2

2.15     Distribution Subaccount........................................................................2

2.16     Dividend Equivalent............................................................................2

2.17     Dividend Equivalent Cash Account...............................................................2

2.18     Dividend Equivalent Stock Account..............................................................3

2.19     Effective Date.................................................................................3

2.20     Eligible Director..............................................................................3

2.21     Exchange Act...................................................................................3



                                       i


2.22     Fair Market Value..............................................................................3

2.23     Interest Rate..................................................................................3

2.24     Plan...........................................................................................3

2.25     Plan Year......................................................................................3

2.26     Special Meeting Fees...........................................................................3

2.27     Stock Unit or Unit.............................................................................3

2.28     Stock Unit Account.............................................................................3

2.29     Unforeseeable Emergency........................................................................4

ARTICLE III.............................................................................................4

ARTICLE IV..............................................................................................4

4.1      Initial Elections..............................................................................4

4.2      Subsequent Annual Elections....................................................................4

ARTICLE V...............................................................................................5

5.1      Cash Account...................................................................................5

5.2      Stock Unit Account.............................................................................5

5.3      Dividend Equivalents; Dividend Equivalent Cash Account; Dividend Equivalent Stock Account......6

5.4      Vesting........................................................................................7

5.5      Distribution of Benefits.......................................................................8

5.6      Adjustments in Case of Changes in Common Stock................................................10

5.7      Company's Right to Withhold...................................................................10

5.8      Stockholder Approval..........................................................................11

ARTICLE VI.............................................................................................11

6.1      The Administrator.............................................................................11

6.2      Committee Action..............................................................................11

6.3      Rights and Duties.............................................................................11

6.4      Indemnity and Liability.......................................................................12

ARTICLE VII............................................................................................12

ARTICLE VIII...........................................................................................13

8.1      Limitation on Eligible Directors' Rights......................................................13

8.2      Beneficiaries.................................................................................13

8.3      Benefits Not Assignable; Obligations Binding Upon Successors..................................14

8.4      Governing Law; Severability...................................................................14


                                       ii

8.5      Compliance With Laws..........................................................................14

8.6      Headings Not Part of Plan.....................................................................14


iii


                                                         THE MACERICH COMPANY

                                                          ELIGIBLE DIRECTORS'
                                                DEFERRED COMPENSATION/PHANTOM STOCK PLAN
                                             (as Amended and Restated as of June 30, 2000)


                                                               ARTICLE I
                                                 TITLE, PURPOSE AND AUTHORIZED SHARES


                  This Plan shall be known as "The Macerich Company Eligible Directors' Deferred Compensation/Phantom Stock Plan."
The purpose of this Plan is to attract, motivate and retain experienced and knowledgeable directors of The Macerich Company by
permitting them to defer compensation and affording them the opportunity to link that compensation to an equity interest in the
Company.  The total number of shares of Common Stock that may be delivered pursuant to awards under this Plan is 250,000, subject to
adjustments contemplated by Section 5.6.

                                                              ARTICLE II
                                                              DEFINITIONS


                  Whenever the following terms are used in this Plan they shall have the meaning specified below unless the context
clearly indicates to the contrary:

                  2.1      Accounts shall mean an Eligible Director's Cash Account, Stock Unit Account, Dividend Equivalent Cash
Account and Dividend Equivalent Stock Account.

                  2.2      Average Fair Market Value shall mean the average of the Fair Market Values of a share of Common Stock of
the Company during the last 10 trading days preceding the Award Date.

                  2.3      Award Date with reference to elections under Section 4.2 shall mean the January 1 that next follows the
date of an Eligible Director's election made pursuant to Section 4.2.  Award Date with reference to elections under Section 4.1(a)
shall mean August 3, 1994 and with reference to elections under Section 4.1(b) shall mean February 1, 1995.

                  2.4      Board of Directors shall mean the Board of Directors of the Company.

                  2.5      Cash Account shall mean the bookkeeping account maintained by the Company on behalf of each Eligible
Director who elects to defer his or her Compensation and Special Meeting Fees in cash in accordance with Section 5.1.


                                       1

                  2.6      Change in Control Event shall have the meaning specified for such term under The Macerich Company Amended
and Restated 1994 Incentive Plan, as amended from time to time.

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

                  2.8      Common Stock shall mean the Common Stock of the Company.

                  2.9      Committee shall mean a Committee of the Board of Directors acting in accordance with Article VI and
applicable Maryland law, or the Board of Directors.

                  2.10     Company shall mean The Macerich Company, a Maryland corporation, and its successors and assigns.

                  2.11     Compensation shall mean the annual retainer and regular meeting fees payable by the Company to an Eligible
Director for a calendar year.

                  2.12     Disability shall mean a "permanent and total disability" within the meaning of Section 22(e)(3) of the Code.

                  2.13     Discount Rate shall mean an interest rate equal to 5% per annum.

                  2.14     Disinterested Director shall mean a member of the Board who is not generally disqualified from making
decisions concerning this Plan or all actions hereunder under any applicable legal requirements, but in no event shall a member of
the Board participate in any decision affecting only his or her benefits under this Plan.

                  2.15     Distribution Subaccount shall mean a subaccount of an Eligible Director's Account established to separately
account for deferred Compensation (and Dividend Equivalents or other earnings or losses thereon) which are subject to different
distribution elections.

                  2.16     Dividend Equivalent shall mean the amount of cash dividends or other cash distributions paid by the Company
after January 31, 1995 on that number of shares of Common Stock equivalent to the number of Stock Units then credited to an Eligible
Director's Stock Unit Account and Dividend Equivalent Stock Account, which amount shall be allocated as additional Stock Units to the
Eligible Director's Dividend Equivalent Stock Account or as additional deferrals to the Eligible Director's Dividend Equivalent Cash
Account, as provided in Section 5.3.

                  2.17     Dividend Equivalent Cash Account shall mean the bookkeeping account maintained by the Company on behalf of
an Eligible Director which is credited with Dividend Equivalents in the form of cash deferrals in accordance with Section 5.3.

                                       2

                  2.18     Dividend Equivalent Stock Account shall mean the bookkeeping account maintained by the Company on behalf of
an Eligible Director which is credited with Dividend Equivalents in the form of Stock Units in accordance with Section 5.3, and
includes, to the extent applicable, any Distribution Subaccount.

                  2.19     Effective Date shall mean July 29, 1994.

                  2.20     Eligible Director shall mean a member of the Board of Directors of the Company who is compensated in such
capacity and (as to any outstanding Account balances under this Plan) any such person who has Account balances under the Plan.

                  2.21     Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time.

                  2.22     Fair Market Value shall mean on any date the closing price of the stock on the Composite Tape, as published
in the Western Edition of The Wall Street Journal, of the principal securities exchange or market on which the stock is so listed,
admitted to trade, or quoted on such date, or, if there is no trading of the stock on such date, then the closing price of the stock
as quoted on such Composite Tape on the next preceding date on which there was trading in such shares; provided, however, if the
stock is not so listed, admitted or quoted, the Committee may designate such other exchange, market or source of data as it deems
appropriate for determining such value for purposes of this Plan.

                  2.23     Interest Rate shall mean the rate that is 120% of the federal long-term rate for compounding on a quarterly
basis, determined and published by the Secretary of the United States Department of Treasury under Section 1274(d) of the Code, for
the month in which interest is credited.

                  2.24     Plan shall mean The Macerich Company Eligible Directors' Deferred Compensation/Phantom Stock Plan, as
amended from time to time.

                  2.25     Plan Year shall mean the applicable calendar year.

                  2.26     Special Meeting Fees shall mean the meeting fees which are paid by the Company after January 31, 1995 to an
Eligible Director for meetings during a deferral period in addition to the regular meetings contemplated at the time of a deferral
election for that deferral period.

                  2.27     Stock Unit or Unit shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to
be equivalent to one outstanding share of Common Stock of the Company solely for purposes of this Plan.

                                       3

                  2.28     Stock Unit Account shall mean the bookkeeping account maintained by the Company on behalf of each Eligible
Director which is credited with Stock Units in accordance with Section 5.2, and includes, to the extent applicable, any Distribution
Subaccount.

                  2.29     Unforeseeable Emergency shall mean a severe financial hardship to the Eligible Director resulting from a
sudden and unexpected illness or accident of the Eligible Director or a dependent of the Eligible Director, loss to the Eligible
Director's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Eligible Director.  The circumstances that will constitute an Unforeseeable Emergency will depend upon the
facts of each case.  Examples of what are not considered to be Unforeseeable Emergencies include the need to send an Eligible
Director's child to college or the desire to purchase a home, absent destruction or severe damage to the Eligible Director's existing
home.

                                                              ARTICLE III
                                                             PARTICIPATION


                  Each Eligible Director shall become a participant in the Plan by electing to defer his or her Compensation or
Special Meeting Fees in accordance with Article IV.

                                                              ARTICLE IV
                                                          DEFERRAL ELECTIONS


                  4.1      Initial Elections.

                  (a)      Initial Election for Compensation Earned from July 31, 1994 through December 31, 1994.  On or before July
31, 1994, each Eligible Director may make an irrevocable election to defer 100% of the portion of his or her Compensation payable for
services to be rendered by the Eligible Director from July 31, 1994 through December 31, 1994 in (1) cash, in accordance with Section
5.1, or (2) Stock Units in accordance with Section 5.2.  Such election shall be in writing on forms provided by the Company and
approved by the Committee.

                  (b)      Initial Election for Compensation and Special Meeting Fees Earned during 1995, 1996 and 1997.  On or before
July 31, 1994, each Eligible Director may make an irrevocable election to defer 100% of the portion of his or her Compensation and
Special Meeting Fees payable for services to be rendered by the Eligible Director during the next one, two, or three calendar years
in (1) cash, in accordance with Section 5.1, or (2) Stock Units, in accordance with Section 5.2.  Such election shall be in writing
on forms provided by the Company and approved by the Committee.

                  4.2      Subsequent Annual Elections.  On or before the date set forth in the applicable election agreement, each
Eligible Director may make an irrevocable election to defer all or a portion (in 10% increments) of his or her Compensation and/or
Special Meeting Fees payable for services to be rendered by the Eligible Director during the next one, two, or three calendar years
in (a) cash, in accordance with Section 5.1, or (b) Stock Units, in accordance with Section 5.2.  Such election shall be in writing
on forms provided by the Company and approved by the Committee.


                                       4
                                                               ARTICLE V
                                                           DEFERRAL ACCOUNTS


                  5.1      Cash Account.  If an Eligible Director elects in accordance with Article IV to defer his or her
Compensation and Special Meeting Fees in cash, the Committee shall establish and maintain a Cash Account for the Eligible Director
under the Plan, which account shall be a memorandum account on the books of the Company.  An Eligible Director's Cash Account shall
be credited as follows:

                             (a)    As of the last day of each calendar quarter, the Committee shall credit the Eligible Director's
         Cash Account with an amount equal to the elected percentage of the Compensation deferred by the Eligible Director during
         such quarter;

                             (b)    As of the date payment of any Special Meeting Fees would otherwise be made, the Eligible
         Director's Cash Account shall be credited with an amount equal to the elected percentage of the Eligible Director's Special
         Meeting Fees; and

                             (c)    As of the last day of each calendar quarter, the Eligible Director's Cash Account shall be
         credited with earnings equal to an amount determined by multiplying the balance credited to such account as of the last day
         of the preceding quarter by one-fourth of the Interest Rate.

                  5.2      Stock Unit Account.

                  (a)      Regular Compensation.  If an Eligible Director elects pursuant to Article IV to defer his or her
Compensation in Stock Units, the Committee shall credit on the Award Date to the Stock Unit Account of the Eligible Director a number
of Units determined by dividing the present value of the Compensation deferred by the Eligible Director by the Average Fair Market
Value of a share of Common Stock.  The present value shall be computed assuming the Compensation deferred would have been paid on the
first day of the calendar year to which it relates at the prevailing rate of Compensation at the time of the election made in
accordance with Article IV, discounted to present value using the Discount Rate.  Notwithstanding the preceding, for purposes of a
Stock Unit election made pursuant to Section 4.1(a), the number of Units to be credited on the Award Date shall be determined by
dividing the Compensation deferred by the Average Fair Market Value of a share of Common Stock.

                  (b)      Special Meeting Fees.  If an Eligible Director has elected in accordance with Article IV to defer his or
her Special Meeting Fees in Stock Units, the Committee shall, as of the date payment of any Special Meeting Fees would otherwise be
made, credit the Eligible Director's Stock Unit Account with an amount of Units determined by dividing the amount of the Eligible
Director's Special Meeting Fees deferred by the Fair Market Value of a share of Common Stock as of such date.

                                       5

                  (c)      Limitations on Rights Associated with Units.  An Eligible Director's Stock Unit Account shall be a
memorandum account on the books of the Company.  The Units credited to an Eligible Director's Stock Unit Account shall be used solely
as a device for the determination of the number of shares of Common Stock to be eventually distributed to such Eligible Director in
accordance with this Plan.  The Units shall not be treated as property or as a trust fund of any kind.  All shares of Common Stock or
other amounts attributed to the Units shall be and remain the sole property of the Company, and each Eligible Director's right in the
Units is limited to the right to receive shares of Common Stock in the future as herein provided.  No Eligible Director shall be
entitled to any voting or other shareholder rights with respect to Units granted under this Plan.  The number of Units credited under
this Section shall be subject to adjustment in accordance with Section 5.6.

                  (d)      Credited Units Not Vested.  The Units credited to an Eligible Director's Stock Unit Account shall only
become vested in accordance with Section 5.4(a).

                  5.3      Dividend Equivalents; Dividend Equivalent Cash Account; Dividend Equivalent Stock Account.

                  (a)      Allocation of Dividend Equivalents.  Each Eligible Director shall, at the time of making an election in
accordance with Article IV, elect to have all Dividend Equivalents attributable to Units credited to his or her Stock Unit Account
credited to either (1) the Eligible Director's Dividend Equivalent Cash Account in accordance with subsection (b) below or (2) the
Eligible Director's Dividend Equivalent Stock Account in accordance with subsection (c) below.  Such election shall be irrevocable
and shall remain in effect with respect to all Stock Units credited to the Eligible Director's Stock Unit Account and Dividend
Equivalent Stock Account in accordance with the Eligible Director's election made pursuant to Article IV.

                  (b)      Dividend Equivalent Cash Account.  If an Eligible Director elects to have Dividend Equivalents credited to
his or her Dividend Equivalent Cash Account, the Committee shall, as of each dividend payment date, credit the Eligible Director's
Dividend Equivalent Cash Account with an amount equal to the amount of Dividend Equivalents.  In addition, as of the last day of each
calendar quarter, the Eligible Director's Dividend Equivalent Cash Account shall be credited with earnings in an amount equal to that
determined by multiplying the balance credited to such account as of the last day of the preceding quarter by an amount equal to
one-fourth of the Interest Rate.

                  (c)      Dividend Equivalent Stock Account.  If an Eligible Director elects to have Dividend Equivalents credited to
his or her Dividend Equivalent Stock Account, the Committee shall, as of each dividend payment date, credit the Eligible Director's
Dividend Equivalent Stock Account with an amount of Units determined by dividing the amount of Dividend Equivalents by the Fair
Market Value of a share

                                       6

of Common Stock as of such date.  The Units credited to an Eligible Director's Dividend Equivalent Stock
Account shall be subject to adjustment under Section 5.6.

                  (d)      Credited Dividends Account Not Vested.  Amounts credited to the Dividend Equivalent Cash Account or the
Dividend Equivalent Stock Account shall only become vested in accordance with Sections 5.4(a) or (c), as the case may be.

                  5.4      Vesting.

                  (a)      Stock Unit Account; Dividend Equivalent Stock Account.  The rights of each Eligible Director in respect of
his or her Stock Unit Account and Dividend Equivalent Stock Account shall vest as the Eligible Director's services (to which the
deferred Compensation and deferred Special Meeting Fees relate) are rendered.  Accordingly, effective as of the date the Eligible
Director ceases to be a member of the Board, the number of Units credited to the Eligible Director's Stock Unit Account and Dividend
Equivalent Stock Account shall be reduced to the number of Units that would have been in such accounts on the date the Eligible
Director ceased to serve on the Board had the Compensation and Special Meeting Fees the Eligible Director elected to defer included
only Compensation and Special Meeting Fees payable for the period of actual service as a director, less any vested Units previously
distributed as shares of Common Stock pursuant to the Eligible Director's election to receive installment payments and/or a
distribution under Section 5.5(d) or (e).  For purposes of calculating the number of Units that would have been credited to the
Eligible Director's Stock Unit Account and Dividend Equivalent Stock Account, the Eligible Director's annual retainer shall be
prorated for the year of cessation on a monthly basis.  Notwithstanding the preceding sentence, if an Eligible Director ceases to be
a member of the Board by reason of death or Disability, or upon or following a Change in Control Event, the Eligible Director's Stock
Unit Account and Dividend Equivalent Stock Account shall immediately become fully vested.

                  (b)      Cash Account.  The rights of each Eligible Director in respect of his or her Cash Account shall at all
times be fully vested.

                  (c)      Dividend Equivalent Cash Account.  The rights of each Eligible Director in respect of his or her Dividend
Equivalent Cash Account shall vest as the Eligible Director's services (to which the deferred Compensation and deferred Special
Meeting Fees relate) are rendered.  Accordingly, effective as of the date the Eligible Director ceases to be a member of the Board,
the Company shall reduce any amount credited to the Eligible Director's Dividend Equivalent Cash Account by an amount equal to any
Dividend Equivalents (together with any related earnings) attributable to any Units which are forfeited in accordance with Section
5.4(a) and/or previously distributed as shares of Common Stock in accordance with the Eligible Director's election to receive
installment payments and/or a distribution under Section 5.5(d) or (e).  Notwithstanding the preceding, if an Eligible Director
ceases to be a member of the Board by reason of death or Disability, or upon or following a Change in Control Event, the Eligible
Director's Dividend Equivalent Cash Account shall immediately become fully vested.


                                       7

                  5.5      Distribution of Benefits.

                  (a)      Time and Manner of Distribution.  Each Eligible Director shall be entitled to receive a distribution of the
vested portion of his or her Accounts upon his or her termination from service on the Board or at such time as may be elected by the
Eligible Director at the time of an election under Article IV and set forth in writing on forms provided by the Company.  The
benefits payable under this Plan shall be distributed to the Eligible Director (or, in the event of his or her death, the Eligible
Director's Beneficiary) in a lump sum or, if elected by the Eligible Director in writing on forms provided by the Company at least 12
months in advance of the date benefits become distributable under subsection (a), in annual installments for up to 10-years.  An
Eligible Director shall be permitted to make a different election with respect to each annual deferral period as to the time and
manner in which his or her benefits shall be distributed.  For each Eligible Director who makes one or more distribution elections
pursuant to this Section 5.5(a), each of his or her Accounts shall be divided into two or more Distribution Subaccounts as necessary
to separately account for deferrals which are payable at different times and/or in different manners.  For purposes of calculating
installments, the Eligible Director's vested Accounts (and Distribution Subaccounts if applicable) will be valued as of December 31
of each year, and divided by the number of remaining installments to determine the amount of the installment to be paid in the
following year.  Subsequent installments will be adjusted accordingly for the next calendar year, according to procedures established
by the Committee.  Such installment payments shall commence as of the date benefits become distributable under this Section 5.5(a).

                  (b)      Change in Time or Manner of Distribution.  Notwithstanding subsection (a):

                           (1)      An Eligible Director may elect to further defer the commencement of any distribution to be made
                  with respect to benefits payable under this Plan by filing a new written election with the Committee on a form
                  approved by the Committee; provided, however, that (A) no such new election shall be effective until 12 months after
                  such election is filed with the Committee, (B) no such new election shall be effective with respect to any
                  Account(s) after the distribution of benefits with respect to such Account(s) shall have commenced, and (C) no more
                  than three new elections with respect to each annual deferral period shall be valid as to any Eligible Director.  An
                  election made pursuant to this Section 5.5(b)(1) shall not affect the manner of distribution (i.e., lump sum versus
                  installments), the terms of which shall be subject to Section 5.5(a) above or Section 5.5(b)(2) below.

                           (2)      An Eligible Director may change the manner of any distribution election from a lump sum to annual
                  installments (or vice versa) made with respect to amounts credited under his or her Accounts by filing a written
                  election with the Committee on a form provided by the

                                       8

                  Committee; provided, however, that no such election shall be
                  effective until 12 months after such election is filed with the Committee, and no such election shall be effective
                  if it is made with respect to any Account(s) after the distribution of benefits with respect to such Account(s) have
                  commenced.  An election made pursuant to this Section 5.5(b)(2) shall not affect the date of the commencement of
                  benefits.

                           (3)      On or before September 30, 2000, an Eligible Director may make a one-time, irrevocable election
                  (subject to other express provisions of this Plan), on forms provided for this purpose, to receive a distribution of
                  his or her accumulated balances under this Plan as of September 30, 2000 on: (A) a date elected by the Eligible
                  Director, but in no event before 2003, or (B) the earlier of a date elected by the Eligible Director, but in no
                  event before 2003, or the date of his or her termination of service from the Board.  The benefits payable under such
                  an election shall be distributed to the Eligible Director (or in the event of his or her death, the Eligible
                  Director's Beneficiary) in a lump sum or, if elected by the Eligible Director in writing on forms provided by the
                  Company at least 12 months in advance of the date benefits become distributable under Section 5.5(a) above, in
                  annual installments for up to 10 years, as so elected.

                  (c)      Effect of Change in Control Event.  Notwithstanding subsections (a) and (b), if a Change in Control Event
and a termination of service occurs, the vested portions of an Eligible Director's Accounts shall be distributed immediately in a
lump sum.

                  (d)      Early Distributions.  Each Eligible Director (which for purposes of this Section 5.5(d) includes former
Eligible Directors) shall be permitted to elect to withdraw not less than 50% of the vested portion of his or her Accounts, reduced
by the withdrawal penalty described below, prior to the applicable payment date(s) or payment commencement date(s) ("Early
Distributions"), subject to the following restrictions:

                           (1)      The election to take an Early Distribution shall be made in writing on a form provided by and
                  filed with the Committee;

                           (2)      The amount of the Early Distribution shall equal 90% of the amount the Eligible Director has
                  elected to withdraw; and

                           (3)      The remaining 10% of the amount the Eligible Director has elected to withdraw shall be permanently
                  forfeited, and the Eligible Director or his or her Beneficiary shall have no rights with respect to such forfeited
                  amounts.

                  Notwithstanding the foregoing, the Eligible Director's Accounts will continue to vest in accordance with Section 5.4
and the Dividend Equivalent Stock Account and/or Dividend Equivalent Cash Account of such Eligible Director shall continue to be
credited with Dividend Equivalents in accordance with Section 5.3.

                                       9

                  (e)      Distribution for Unforeseeable Emergencies.  An Eligible Director (which for purposes of this Section
5.5(e) includes former Eligible Directors) may request a distribution for an Unforeseeable Emergency without penalty of an amount not
greater than the value of the Eligible Director's vested benefit under this Plan.  Such distribution for an Unforeseeable Emergency
shall be subject to approval by the Committee in its sole discretion and may be made only to the extent necessary to satisfy the
hardship and only from vested amounts credited to his or her Accounts.  The Committee may treat a distribution as necessary for an
Unforeseeable Emergency if it relies on the Eligible Director's written representation, without actual knowledge to the contrary,
that the hardship cannot reasonably be relieved (1) through timely reimbursement or compensation by insurance or otherwise or (2) by
liquidation of the Eligible Director's assets, to the extent the liquidation of such assets would not itself cause severe financial
hardship.  Amounts distributed pursuant to this Section 5.5(e) shall be distributed first from an Eligible Director's Cash and
Dividend Equivalent Cash Accounts, and, to the extent the balance of the Participant's Cash and Dividend Equivalent Cash Accounts is
not sufficient to satisfy the severe financial hardship, next as a distribution of shares of the Company's Common Stock with a Fair
Market Value equal to such deficiency from the vested portion of such Eligible Director's Stock Unit and Dividend Equivalent Stock
Accounts.

                  (f)      Form of Distribution.  Stock Units credited to an Eligible Director's Stock Unit Account and Dividend
Equivalent Stock Account shall be distributed in an equivalent whole number of shares of the Company's Common Stock.  Fractions shall
be disregarded.  Amounts credited to an Eligible Director's Cash Account and vested in the Eligible Director's Dividend Equivalent
Cash Account shall be distributed in cash.

                  (g)      Small Benefit Exception.  Notwithstanding any other provision of this Plan to the contrary , if at the time
of any distribution the vested balance remaining in an Eligible Director's Cash Account or Dividend Equivalent Cash Account is less
than $2,000 or, if the number of vested Units credited to the Eligible Director's Stock Unit Account or Dividend Equivalent Stock
Account is less than 100, then such remaining vested balances shall be distributed in a lump sum.

                  5.6      Adjustments in Case of Changes in Common Stock.  If any stock dividend, stock split, recapitalization,
merger, consolidation, combination or exchange of shares, sale of all or substantially all of the assets of the Company, split-up,
split-off, spin-off, liquidation or similar change in capitalization or any distribution to holders of the Company's Common Stock
(other than cash dividends and cash distributions) shall occur, proportionate and equitable adjustments shall be made in the number
and type of shares of Common Stock or other property reserved and of Units (both credited and vested) under this Plan.

                  5.7      Company's Right to Withhold.  The Company shall satisfy any state or federal income tax withholding
obligation arising upon distribution of an Eligible Director's accounts by reducing the number of shares of Common Stock otherwise

                                       10

deliverable to the Eligible Director by the appropriate number of shares, valued at the average of the Fair Market Values of a share
of Common Stock during the last 10 trading days preceding the date of distribution, required to satisfy such tax withholding
obligation.  If the Company, for any reason, cannot satisfy the withholding obligation in accordance with the preceding sentence, the
Eligible Director shall pay or provide for payment in cash of the amount of any taxes which the Company may be required to withhold
with respect to the benefits hereunder.

                  5.8      Stockholder Approval.  This Plan, and all the elections, actions and accruals with respect to Stock Units
and Dividend Equivalents made prior to stockholder approval, was originally approved by the stockholders of the Company at their 1995
annual meeting.  Amendments to the Plan have been approved by the Board of Directors pursuant to Article VII.

                                                              ARTICLE VI
                                                            ADMINISTRATION


                  6.1      The Administrator.  The Committee hereunder shall consist of two (2) or more Disinterested Directors
appointed from time to time by the Board of Directors to serve as the administrator of this Plan at its pleasure.  Any member of the
Committee may resign by delivering a written resignation to the Board of Directors.  Members of the Committee shall not receive any
additional compensation for administration of this Plan.

                  6.2      Committee Action.  The Committee may, for the purpose of administering this Plan, choose a Secretary who
may be, but is not required to be, a member of the Committee, who shall keep minutes of the Committee's proceedings and all records
and documents pertaining to the Committee's administration of this Plan.  A member of the Committee shall not vote or act upon any
matter which relates solely to himself or herself as a Participant in this Plan.  The Secretary may execute any certificate or other
written direction on behalf of the Committee.  Action of the Committee with respect to the administration of this Plan shall be taken
pursuant to a majority vote or by unanimous written consent of its members.

                  6.3      Rights and Duties.  Subject to the limitations of this Plan, the Committee shall be charged with the
general administration of this Plan and the responsibility for carrying out its provisions, and shall have powers necessary to
accomplish those purposes, including, but not by way of limitation, the following:

                  (a)      To construe, interpret and administer this Plan;

                  (b)      To resolve any questions concerning the amount of benefits payable to an Eligible Director (except that no
member of the Committee shall participate in a decision relating solely to his or her own benefits);

                  (c)      To make all other determinations required by this Plan;

                                       11

                  (d)      To maintain all the necessary records for the administration of this Plan; and

                  (e)      To make and publish forms, rules and procedures for elections under and for the administration of this Plan.

                  The determination of the Committee made in good faith as to any disputed question or controversy and the Committee's
determination of benefits payable to Eligible Directors shall be conclusive.  In performing its duties, the Committee shall be
entitled to rely on information, opinions, reports or statements prepared or presented by:  (1) officers or employees of the Company
whom the Committee believes to be reliable and competent as to such matters; and (2) counsel (who may be employees of the Company),
independent accountants and other persons as to matters which the Committee believes to be within such persons' professional or
expert competence.  The Committee shall be fully protected with respect to any action taken or omitted by it in good faith pursuant
to the advice of such persons.  The Committee may delegate ministerial, bookkeeping and other non-discretionary functions to
individuals who are officers or employees of the Company.

                  6.4      Indemnity and Liability.  All expenses of the Committee shall be paid by the Company and the Company shall
furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties.  No member of the
Committee shall be liable for any act or omission of any other member of the Committee nor for any act or omission on his or her own
part, excepting only his or her own willful misconduct or gross negligence.  To the extent permitted by law, the Company shall
indemnify and save harmless each member of the Committee against any and all expenses and liabilities arising out of his or her
membership on the Committee, excepting only expenses and liabilities arising out of his or her own willful misconduct or gross
negligence, as determined by the Board of Directors.

                                                              ARTICLE VII
                                                     PLAN CHANGES AND TERMINATION


                  The Board of Directors shall have the right to amend this Plan in whole or in part from time to time or may at any
time suspend or terminate this Plan; provided, however, that no amendment or termination shall cancel or otherwise adversely affect
in any way, without his or her written consent, any Eligible Director's rights with respect to Stock Units and Dividend Equivalents
credited to his or her Stock Unit Account, Dividend Equivalent Cash Account or Dividend Equivalent Stock Account which are then
vested (assuming solely for such purposes a voluntary termination of services as of the date of such amendment or termination) or to
any amounts previously credited to his or her Cash Account.  Any amendments authorized hereby shall be stated in an instrument in
writing, and all Eligible Directors shall be bound thereby upon receipt of notice thereof.

                                       12

                  It is the current expectation of the Company that this Plan shall be continued for a period of 20 years following
the date of Board approval of this Plan, but continuance of this Plan is not assumed as a contractual obligation of the Company.  In
the event that the Board of Directors decides to discontinue or terminate this Plan, it shall notify the Committee and participants
in this Plan of its action in an instrument in writing, and this Plan shall be terminated at the time therein set forth, and all
participants shall be bound thereby.  In such event, the then vested benefits of an Eligible Director shall be distributed in
accordance with the manner of distribution elected by him or her under Section 5.5.

                                                             ARTICLE VIII
                                                             MISCELLANEOUS


                  8.1      Limitation on Eligible Directors' Rights.  Participation in this Plan shall not give any Eligible Director
the right to continue to serve as a member of the Board or any rights or interests other than as herein provided.  No Eligible
Director shall have any right to any payment or benefit hereunder except to the extent provided in this Plan.  This Plan shall create
only a contractual obligation on the part of the Company as to such amounts and shall not be construed as creating a trust.  This
Plan, in and of itself, has no assets.  Eligible Directors shall have only the rights of general unsecured creditors of the Company
with respect to amounts credited or vested and benefits payable, if any, on their Accounts.

                  8.2      Beneficiaries.

                  (a)      Beneficiary Designation.  Upon forms provided by the Company each Eligible Director may designate in
writing the Beneficiary or Beneficiaries (as defined in Section 8.3(b)) whom such Eligible Director desires to receive any amounts
payable under this Plan after his or her death.  An Eligible Director from may from time to time change his or her designated
Beneficiary or Beneficiaries without the consent of such Beneficiary or Beneficiaries by filing a new designation in writing with the
Committee.  However, if a married Eligible Director wishes to designate a person other than his or her spouse as Beneficiary, such
designation shall be consented to in writing by the spouse.  The Eligible Director may change any election designating a Beneficiary
or Beneficiaries without any requirement of further spousal consent if the spouse's consent so provides.  Notwithstanding the
foregoing, spousal consent shall not be necessary if it is established that the required consent cannot be obtained because the
spouse cannot be located or because of other circumstances prescribed by the Committee.  The Company and the Committee may rely on
the Eligible Director's designation of a Beneficiary or Beneficiaries last filed in accordance with the terms of this Plan.

                  (b)      Definition of Beneficiary.  An Eligible Director's "Beneficiary" or "Beneficiaries" shall be the person,
persons, trust or trusts so designated by the Eligible Director or, in the absence of such designation, entitled by will or the laws
of descent and distribution to receive the Eligible Director's benefits under this Plan in the

                                       13

event of the Eligible Director's death, and shall mean the Eligible Director's executor or administrator if no other Beneficiary is
identified and able to act under the circumstances.

                  8.3      Benefits Not Assignable; Obligations Binding Upon Successors.  Benefits of an Eligible Director under this
Plan shall not be assignable or transferable and any purported transfer, assignment, pledge or other encumbrance or attachment of any
payments or benefits under this Plan, or any interest therein, other than by operation of law or pursuant to Section 8.2, shall not
be permitted or recognized.  Obligations of the Company under this Plan shall be binding upon successors of the Company.

                  8.4      Governing Law; Severability.  The validity of this Plan or any of its provisions shall be construed,
administered and governed in all respects under and by the laws of the state of incorporation of the Company.  If any provisions of
this instrument shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective.

                  8.5      Compliance With Laws.  This Plan and the offer, issuance and delivery of shares of Common Stock and/or the
payment of money through the deferral of compensation under this Plan are subject to compliance with all applicable federal and state
laws, rules and regulations (including but not limited to state and federal securities law) and to such approvals by any listing,
agency or any regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in
connection therewith.  Any securities delivered under this Plan shall be subject to such restrictions, and the person acquiring such
securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem
necessary or desirable to assure compliance with all applicable legal requirements.

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

                                       14







                                           THE MACERICH COMPANY
                       ELIGIBLE DIRECTORS' DEFERRED COMPENSATION/PHANTOM STOCK PLAN
                                      2000 ANNUAL ELECTION AGREEMENT
        __________________________________________________________________________________________


A.       DEFERRAL ELECTIONS.  (Complete items 1, 2 and 3 below)

         1.       Compensation.  I hereby irrevocably elect to defer _____% (must choose an increment of
10% with a minimum deferral of 10% and a maximum deferral of 100%) of the annual retainer and regular
meeting fees that will become payable to me for my services to be rendered during the ___ (insert one of
the following: 1, 2 or 3) calendar year period(s) commencing on January 1 following the date of this
election in the following manner.  (Initial the option you choose in the space provided):

                  (a) _________             In Cash.  Such amount shall be credited as a bookkeeping
                                            account maintained
                     (Initial)              for me upon the terms provided in the Plan.

                  (b) _________             In Stock Units.  Such amount shall be credited in the form
                                            of stock units to a
                     (Initial)              bookkeeping account maintained for me upon the terms
                                            provided in the Plan.

         2.       Special Meeting Fees.  I hereby irrevocably elect to defer _____% (must choose an
increment of 10% with a minimum deferral of 10% and a maximum deferral of 100%) of the special meeting
fees that will become payable to me for my services to be rendered during the ___ (insert one of the
following: 1, 2 or 3) calendar year period(s) commencing on January 1 following the date of this
election in the following manner.  (Initial the option you choose in the space provided):

                  (a) _________             In Cash.  Such amount shall be credited as a bookkeeping
                                            account maintained
                     (Initial)              for me upon the terms provided in the Plan.

                  (b) _________             In Stock Units.  Such amount shall be credited in the form
                                            of stock units to a
                     (Initial)              bookkeeping account maintained for me upon the terms
                                            provided in the Plan.

         3.       Dividend Equivalents.  I hereby irrevocably elect to defer 100% of any Dividend
Equivalents attributable to stock units credited on my behalf under the Plan pursuant to this Election
Agreement which accrue thereon in the following manner.  (Initial the option you choose in the space
provided):

                  (a) _________             In Cash.  The deferred amounts shall be credited to a
                                            bookkeeping account
                     (Initial)              maintained on my behalf upon the terms provided in the Plan.

                  (b) _________             In Stock Units.  The deferred amounts shall be credited in
                                            the form of stock units
                     (Initial)              to a bookkeeping account maintained on my behalf upon the
                                            terms provided in the Plan.


                                       1

B.       DISTRIBUTION ELECTIONS.

         1.       Commencement of Distribution.  I hereby irrevocably agree to have the vested amounts
credited in my bookkeeping accounts under the Plan pursuant to my elections in Section A above
distributed on the date indicated by me below, or as soon as practicable thereafter, except as may be
otherwise provided in the Plan.  I understand and agree that if no box is checked and initialed, the
deferred amounts will be paid commencing on the January 1 following my separation from service.
(Initial the option you choose in the space provided):

                  (a) _________             The January 1 following the date of termination of board
                                            service.
                      (Initial)

                  (b) _________             January 1, _________ (specify year) (must be no earlier than
                                            2004*).
                      (Initial)

                  (c) _________             The earlier of (a) or (b) above.
                      (Initial)

         2.       Manner of Distribution.  I hereby further agree that the number of payments to me of
vested amounts deferred through this agreement (together with any earnings thereon) for the periods
indicated in Part A shall be paid to me commencing on the date indicated above in accordance with my
choice below.  If no box is checked and initialed, I understand and agree the deferred amounts will be
paid in a lump sum.  (Initial the option you choose):

                  (a) _________             A single lump sum; or
                      (Initial)

                  (b) _________             Substantially equal annual installments (subject to
                                            adjustment under Section
                      (Initial)             5.5(a)) over ________ years (specify number of years; must
                                            not exceed 10).

Remaining balances of less than $2,000 or 100 shares shall be paid in a lump sum.




C.  SIGNATURE.

I understand and agree that (1) this Annual Election Agreement is subject to the terms of the Plan, (2)
the deferral and distribution elections specified in Part A and B of this Annual Election Agreement are
irrevocable except as provided in Section 5.5 of the Plan, and (3) this Annual Election Agreement must
be filed by September 30, 2000 with:   Richard A. Bayer, General Counsel, 401 Wilshire Boulevard, Suite
700, Santa Monica, California 90401.

I acknowledge and agree to the following terms of this Annual Election Agreement.

         _______________________________________                       ____________________________
         (Director's Signature)                                                         (Date)

         __________________________________________________________________
         (Print Name)

______________________
         *Note that this election refers to amounts earned during the entire period elected in Sections
A.1 and A.2.


                                       2




                                                        THE MACERICH COMPANY
                                    ELIGIBLE DIRECTORS' DEFERRED COMPENSATION/PHANTOM STOCK PLAN
                                                     CHANGE ELECTION AGREEMENT
                     __________________________________________________________________________________________


A.       DEFERRAL ELECTIONS CHANGE.  (Complete the items below if you want to change any prior elections)

         I hereby elect to change my elections with respect to the "Commencement of Distributions" and/or "Manner of
Distributions" for the following period(s).  (Check the appropriate box if you want to change an election for any period).

                  (1) July 31, 1994 through December 31, 1994                  ___

                  (2) January 1, 1995 through December 31, 1995                ___

                  (3) January 1, 1996 through December 31, 1996                ___

                  (4) January 1, 1997 through December 31, 1997                ___

                  (5) January 1, 1998 through December 31, 1998                ___

                  (6) January 1, 1999 through December 31, 1999                ___

                  (7) January 1, 2000 through December 31, 2000                ___


PLEASE INDICATE BELOW WHAT CHANGES YOU WANT TO HAVE MADE WITH RESPECT TO YOUR PRIOR ELECTIONS FOR THE ABOVE PERIODS.  IF YOUR
CHANGES ARE NOT THE SAME FOR EACH PERIOD CHECKED, PLEASE USE A SEPARATE FORM FOR EACH DIFFERENT CHANGE.

B.       DISTRIBUTION ELECTIONS.

         1.       Commencement of Distributions.  I hereby agree to have the vested amounts in my bookkeeping accounts under the
Plan pursuant to my elections for the periods indicated above distributed on the date indicated by me below, or as soon as
practicable thereafter, except as may be otherwise provided in the Plan.  Since I have previously elected to receive all deferred
distributions upon termination of my board service I understand I may only change this election to one of the following options.
I understand and agree this new election will be irrevocable except as permitted by Section 5.5 of the Plan.  (Initial the option
you choose in the space provided only if you want to change your prior election(s)):

                  (a)  _________            January 1, ________ (specify year) (must be no earlier than 2003).
                        (Initial)

                  (b)  _________            The earlier of the January 1 following the date of termination of
                        (Initial)           my board service or January 1, ________ (specify year)
                                            (must be no earlier than 2003).



                                       1



         2.       Manner of Distributions.  I hereby further agree that the number of payments to me of vested amounts deferred
through this agreement (together with any earnings thereon) for the periods indicated in Part A shall be paid to me commencing on
the date indicated in Part B(1) in accordance with my choice below.  Since I have previously elected to receive all deferred
distributions in a single lump sum I understand I may only change this election to the following option.  I understand and agree
this new election will be irrevocable except as permitted by Section 5.5 of the Plan.  (Initial and provide the information in the
spaces provided only if you want to change your prior election(s)):

                  (a) _________             Substantially equal annual installments (subject to adjustment under Section
                        (Initial)           5.5(a)) over _____ years (specify number of years; must not exceed 10).

Remaining balances of less than $2,000 or 100 shares shall be paid in a lump sum.






C.  SIGNATURE.

I understand and agree that (1) this Change Election Agreement is subject to the terms of the Plan, (2) the deferral and
distribution elections specified in Part A and Part B of this Change Election Agreement are irrevocable except as provided in
Section 5.5 of the Plan, and (3) this Change Election Agreement must be filed by September 30, 2000 with:   Richard A. Bayer,
General Counsel, 401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401.

I acknowledge and agree to the following terms of this Change Election Agreement.


         _______________________________________                       ____________________________
         (Director's Signature)                                                         (Date)

         __________________________________________________________________
         (Print Name)


                                       2

  


                     5

     THE CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS
     FOUND ON PAGES 1,2, AND 3 OF THE COMPANY'S FORM 10Q FOR THE YEAR.


                                          0000912242
                                         THE MACERICH COMPANY
                                   1,000
                                     US

                                             
                                  9-MOS
                              DEC-31-2000
                                 JAN-01-2000
                                   SEP-30-2000
                                1
                                         35,799
                                   0
                                  27,978
                                   0
                                    0
                               0
                                         2,205,045
                                 (280,642)
                                 2,312,987
                          57,327
                                        1,518,110
                          0
                                    91
                                       342
                                     588,272
                   2,312,987
                                        0
                               228,496
                                          0
                                  77,263
                               46,135
                               0
                             82,061
                                0
                                   0
                            0
                                 0
                                0
                                      963
                                   21,090
                                    0.62
                                  0.62